Common use of Dividends Clause in Contracts

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series 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 B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (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 a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The (a) Subject to the preferential rights of the holders of record on Senior Stock with respect to priority of dividend payments, holders of shares of the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be are entitled to receive dividendsreceive, when and as authorized by the Board and when declared by the Board of Directors Corporation, out of funds legally available thereforfor the payment of dividends, preferential cumulative cash dividends. Record holders From the date of original issue of the Series B 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 a the Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B A Preferred Stock at the rate of six percent 7.00% per annum of the $25.00 liquidation preference per share (6%equivalent to a fixed annual amount of $1.75 per share) per annum, resulting in (the holder of each share of “Rate”). Dividends on the Series B Preferred receiving a dividend of 0.06 additional shares of Series B A Preferred Stock with respect to each share 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 B A Preferred Stock. Each such dividend Stock have been paid and shall be payable quarterly in arrears on or about January 5, April 5, July 5 and October 5 of each January 15 (a "Series B Dividend-in-Kind Payment Date") (or year or, if such date is not a business dayBusiness Day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning 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 151, 2001. Such dividends April 1, July 1 and October 1 of each year and ending on and including the day preceding the first day of the next succeeding Dividend Period (other than the initial Dividend Period and the Dividend Period during which any shares of Series A Preferred Stock shall be cumulative and shall accrue on each share of Series B Preferred Stock from redeemed or otherwise acquired by 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 beCorporation). Dividends Any dividend payable on the Series B A Preferred Stock shall for any Dividend Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record of the Series A Preferred Stock as they appear on in the stock register records of the Corporation at the close of business on such record date, not less than 15 nor more than 60 days the 25th day of the month preceding a dividend payment date (including a Series B Dividend-in-Kind the applicable Dividend Payment Date, i.e., December 25, March 25, June 25 and September 25 (each, a “Dividend Record Date”), as . (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 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 whether or not the Corporation has earnings, whether there are funds legally available for the payment of such dividends and whether or not such dividends are authorized by the Board or declared by the Corporation. No interest, or sum of money in lieu of interest, will be payable in respect of any dividend payment or payments on the Series 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 B Dividend Record Date"). A Preferred Stock and the shares of any class or 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 declared pro rata so that the amount of 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 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 other. (d) Except as provided in the case of immediately preceding paragraph, unless full cumulative dividends on the Series A Preferred Stock have been or contemporaneously are declared and paid in cash or declared and a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through sum sufficient for the date of such event)payment thereof is set apart for payment for all past Dividend Periods that have ended, no dividends (other than a dividend in shares of Junior Stock or in options, warrants or rights to subscribe for or purchase any such shares of Junior Stock) shall be payable declared and paid or declared and set apart for payment nor shall any other distribution be declared and made upon the Junior Stock or the Parity Preferred Stock, nor shall any shares of Junior Stock or Parity Preferred Stock 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 shares of Junior Stock 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 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 the Series B Preferred Stock for any partial dividend period. b. Subject same terms to any rights holders of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B A Preferred Stock). Holders of shares of the Series A Preferred Stock shall not be entitled to any dividend, whether payable in an amount equal to cash, property or stock, in excess of full cumulative dividends on the amount paid 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 a share of Common Stock as though the holders of such shares which remains payable. Accrued but unpaid dividends on the Series B A 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 will accrue as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionDividend Payment Date on which they first become payable. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The holders of record on the Series B Dividend Record Date (a) So long as defined below) any shares of the outstanding Series B Preferred Stock shall 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 entitled paid from time to receive dividends, as and when declared by the Board of Directors time out of funds any assets legally available therefor. Record holders for such payment (to the extent dividends or distributions consist of Series B Preferred 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 a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder amount of each share of Series B Preferred receiving a dividend of 0.06 additional dividends or distributions that would be made with respect to shares of Series B Preferred Stock with if such shares were converted into shares of Common Stock on the record date for such dividend or distribution (regardless of whether or not actual conversion at such time would be permissible under Section 4 hereof). No dividend or distribution shall be payable to holders of shares of Common Stock unless the full dividends or distributions contemplated by this Section are paid at the same time in respect to each share of the Series B Preferred Stock. . (a) Each such dividend or distribution 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, to holders of 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 as they appear in the records of the Company at the close of business on the same record 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. record date for the payment of the corresponding dividend or distribution to the holders of shares of Common Stock. (b) Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear are non-cumulative. If the Company does not declare a dividend on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (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 a redemption under Section 4 Common Stock or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for in respect of any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 entitled have no right to receive any dividend for such dividend period, and the Company shall have no obligation to pay a proportionate share of dividend for such dividend period, whether or not dividends are declared and paid for any such distribution as though the holders of future dividend period with respect to the Series B Preferred Stock were or the holders Common Stock or any other series of the number of shares of Common Stock Company’s preferred stock. (c) If the Conversion Date (as defined below) with respect to any of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of occurs prior to the record date fixed for the determination 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 (but for the 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 the holder of record of shares of Common Stock on the Corporation entitled record date for that dividend or distribution). If the Conversion Date with respect to the shares of Series B Preferred Stock occurs after the record date for any declared dividend or distribution and prior to the payment date for that dividend or distribution, the holder thereof shall receive that dividend or distribution on the relevant payment date if such holder of Common Stock was the holder of record of shares of Series B Preferred Stock on the record date for that dividend or distribution.

Dividends. a. The holders (a) Each Holder of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B C Preferred Stock shall be entitled to receive dividends, such dividends as and when may be declared from time to time by the Board of Directors Directors, out of funds legally available therefor. Record holders All dividends declared with respect to shares of Series B C Preferred Stock on a pursuant to this paragraph C(3)(a) shall be paid pro rata to the Holders entitled thereto. (b) The Holders of Series B Dividend Record Date C Preferred Stock shall be entitled to one dividend-in-kind payable each year receive the dividends provided for in additional paragraph C(3)(a) hereof in preference to and in priority over any dividends upon any of the Series C Junior Securities, so that if at any time full Accumulated Dividends on shares of Series B C Preferred Stock at then outstanding have been declared but not paid or set aside for payment, the rate amount of six percent (6%) per annumsuch unpaid dividends shall be paid before any sum shall be set aside for or applied by the Corporation to the purchase, resulting in the holder redemption or other acquisition for value of each share of Series B Preferred receiving a dividend of 0.06 additional any shares of Series B Preferred Stock with respect C Junior Securities (either pursuant to each share of Series B Preferred Stock. Each such any applicable sinking fund requirement or otherwise) or any dividend or other distribution shall be payable paid or declared and set apart for payment on or about each January 15 any Series C Junior Securities (a the date of any such actions to be referred to as the "Series B Dividend-in-Kind C Junior 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 the foregoing shall cease to accrue on a share not (i) prohibit the Corporation from repurchasing shares of Series B C Junior Securities from a Holder who is, or was, a director or employee of the Corporation (or an affiliate of the Corporation) and (ii) 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 following in any Federal Income tax return, claim for refund, or 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 share's redemption or conversionthat 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 case may be"Code") (or any successor provision). Dividends 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 the Series B C Preferred Stock shall be payable to holders of record as they appear on eligible for the stock register dividends received deduction under Section 243(a)(l) of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date Code (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"or any successor provision). Except 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 case of a redemption eligibility for the dividends received deduction under Section 4 243(a)(1) of the Code (or mandatory conversion under any successor provision) of any dividends (within the meaning of Section 6(c)316(a) of the Code or any successor provision) paid on Series C Preferred Stock. To the extent possible, below (in which case dividends the principles of this paragraph C(3)(c) shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made also apply with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 distributionstate and local income taxes. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The holders (1) Holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be entitled to receive dividendsreceive, as and when declared by the Board on each share of Directors Series A Preferred Stock, out of funds legally available therefor. Record holders for the payment of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annumdividends under Delaware law, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock 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 B 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. Each such dividend 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 (or a duly authorized committee of the Board) on or about each January 15 March 1, June 1, September 1 and December 1, and each Mandatory Conversion Date, Redemption Date and Liquidation Date (each, a "Series B Dividend-in-Kind “Dividend Payment Date") (or ”); provided that if any such date Dividend Payment Date would otherwise occur on a day that is not a business dayBusiness Day, the dividends due on such Series B Dividend-in-Kind Dividend Payment Date shall instead be paid (and any dividend payable 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 A Preferred Stock from on such Dividend Payment Date shall instead be payable on) the date immediately succeeding Business Day with no additional dividends payable as a result of such share's issuance; provided, however, payment being made on such succeeding Business Day. Dividends that dividends shall cease to accrue are payable on a share of Series B A Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall any Dividend Payment Date will be payable to holders of record of Series A Preferred Stock as they appear on the stock register of the Corporation on such the applicable record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as 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 Directors the Board) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a "Series B “Dividend Record Date"”). Except Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Each dividend period (a “Dividend Period”) shall commence on and include the calendar day immediately following a Dividend Payment Date (other than the initial Dividend Period, which shall commence on and include the Issue Date) and shall end on and include the next Dividend Payment Date. Dividends payable in the case respect of a Dividend Period shall be payable in arrears on the first Dividend Payment Date after such Dividend Period. (2) The Corporation (including its subsidiaries) shall not declare, pay or set apart funds for any dividends or other distributions with respect to any Junior Stock of the Corporation or repurchase, redeem or otherwise acquire, or set apart funds for repurchase, redemption under Section 4 or mandatory conversion under Section 6(c)other acquisition of, below (in which case any Junior Stock, or make any guarantee payment with respect thereto, unless all accrued but unpaid dividends shall accrue on the Series A Preferred Stock for all Dividend Periods through and be paid through including the date of such eventdeclaration, payment, repurchase, 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, no dividends shall be payable on the Series B Preferred Stock for any partial such dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions on the Junior Stock shall be subject to Section 2(3). (3) In the event that any dividend is declared and paid on, or any distribution is made with respect to 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 unless at the same time a dividend or distribution is paid convertible into Common Stock, in accordance with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock issuable upon conversion of the Corporation into which their respective shares of Series B A Preferred Stock are convertible calculated as of the record date fixed for such dividend or distribution, or (b) if such Junior Stock is not Common Stock or convertible into Common Stock, in such manner and at such time as the determination 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 any voluntary of involuntary dissolution, liquidation or winding up of the holders of Common Stock of the Corporation entitled to receive such distributionCorporation. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The holders (a) Upon the grant of Common Shares pursuant to Section 2(b)(ii), 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 Series B Dividend Record Effective Date (as defined below) to and including the date of the outstanding Series B Preferred Stock Termination of Employment of the Grantee. After the date of grant of the Common Shares pursuant to Section 2(b)(ii), the holder of such Common Shares shall be entitled to receive dividends, dividends in the same manner as and when declared by the Board of Directors out of funds legally available therefor. Record dividends are paid to all other holders of Series B Preferred Stock on a Series B Dividend Record Date Common Shares. (b) Upon the grant of Common Shares pursuant to Section 2(b)(iii), the Grantee shall be entitled to one dividend-in-kind payable receive, for each year 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 additional shares Control. After the date of Series B Preferred Stock at grant of the rate of six percent (6%) per annumCommon Shares pursuant to Section 2(b)(iii), resulting in the holder of each share of Series 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 Common Shares shall be payable on or about each January 15 entitled to receive dividends in the same manner as dividends are paid to all other holders of Common Shares. (a "Series B Dividend-in-Kind Payment Date"c) (or if such date is not a business dayUpon grant of the Restricted Shares pursuant to Section 3(a), the dividends due on such Series B Dividend-in-Kind Payment Date Grantee shall be paid on the next succeeding business day) beginning on January 15entitled to receive, 2001. Such dividends shall be cumulative and shall accrue on for 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 B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date Restricted Shares (including a Series B Dividend-in-Kind Payment Datewhether vested or unvested), as shall be fixed by an amount in cash equal to the Board per share amount of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case all dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made declared with respect to the Common Stock unless at Shares with a record date on or after the same time a dividend or distribution is paid Effective Date and before the Share Issuance Date (other than those with respect to all outstanding shares which an adjustment was made pursuant to Section 6); provided that, notwithstanding the foregoing, if the number of Series B Preferred Stock in an amount 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 paid the Grantee shall be entitled to receive pursuant to this Section 4(c) shall equal the product of (i) the per share amount of all dividends declared with respect to the Common Shares with a share of Common Stock as though record date on or after the holders of the Series B Preferred Stock were the holders of 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 shares 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 unvested) shall be entitled to receive the per share amount of any dividends declared with respect to Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of Shares for each Restricted Share (whether vested or unvested) held on the record date fixed for of each such dividend and each such dividend shall be paid in the determination of same manner as dividends are paid to the holders of Common Stock of Shares. (d) Except as provided in this Section 4, the Corporation Grantee shall not be entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable any payments in securities lieu 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 in connection with dividends with respect to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series 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 distributionNotional Units and/or Restricted Shares.

Dividends. a. The holders (a) Holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall will be entitled to receive dividendsreceive, when and as authorized by the Board and when declared by the Board of Directors Corporation, out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock for payment, cash dividends at the rate of six percent 8.625% per annum on the $25.00 liquidation preference (6%equivalent to $2.15625 per annum per share). Such dividends will be cumulative from [ • ], 20211, whether or not in any dividend period or periods (i) per annumsuch dividends shall be declared, resulting in (ii) there shall be funds legally available for the holder payment of each share such dividends or (iii) any agreement prohibits payment of Series 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 dividends, and such dividends shall be payable on or about quarterly the 15th day of January, April, July and October of each January 15 year (a "Series B Dividend-in-Kind Payment Date") (or or, if such date is not a business dayBusiness Day (as defined in Article VII of the Charter), 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 B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment DateBusiness Day), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date")commencing [ • ], 20212. Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be Any dividend payable on the Series B Preferred Stock for any partial dividend period. b. Subject period will be computed on the basis of twelve 30-day months and a 360-day year. Dividends will be payable in arrears to any rights holders of Senior Securities, no dividends or other distributions shall be made with respect to record as they appear on the Common Stock unless records of the Corporation at the same time a 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 or distribution is paid with respect to all outstanding shares payment date. Holders of Series B Preferred Stock will not be entitled to receive any dividends in an amount excess of cumulative dividends on the Series B Preferred Stock at the dividend rate specified in this paragraph. No interest will be paid in respect of any dividend payment or payments on the Series B Preferred Stock that may be in arrears. (b) When dividends are not paid in full upon the Series B 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 B Preferred Stock and any other class or series of Parity Stock shall be declared ratably in proportion to 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 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. Unless full cumulative dividends on the Series B Preferred Stock have been paid or declared and set apart for 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 apart for payment with respect to any Junior Stock, 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 share sinking fund for the redemption of Common any Junior Stock or Parity Stock (except by conversion or exchange for Junior Stock, or options, warrants or rights 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 though 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 were 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 the number all classes of shares capital stock. (e) In determining for purposes of Common Stock Section 2-311 of the Maryland General Corporation into which their respective shares of Series B Preferred Stock are convertible as 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 record date fixed for Corporation), by dividend, redemption or otherwise, is permitted, amounts that would be needed, if the determination Corporation were to be dissolved at the time of the holders distribution, to satisfy the liquidation preference of Common Stock any series of the Corporation entitled preferred stock with preferential rights on dissolution senior 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 (as discussed in Section 4 below) will not be entitled added to a proportionate share of any such distribution as though the holders of the Series 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 distributionCorporation’s total liabilities.

Dividends. a. The (a) Subject to Section 11.8, beginning on July 1, 2027, holders of record on the Series B Dividend Record Date (as defined below) of the issued and outstanding Series B D Preferred Stock Shares shall be entitled to receive dividendsreceive, when, as and when declared if approved by the Board of Directors out of funds of the Corporation legally available thereforfor the payment of distributions and declared by the Corporation, cumulative preferential dividends at a rate per annum equal to the Dividend Rate of the Liquidation Preference of the Series D Preferred Shares in effect on the first calendar day of the applicable Dividend Period. Record holders All Dividends on the Series D Preferred 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 B D Preferred Stock Shares on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annumdaily basis from July 1, resulting in the holder of each share of Series 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 2027, and shall be payable quarterly in equal amounts in arrears on or about the last calendar day of each January 15 Dividend Period (each such day being hereinafter called a "Series B Dividend-in-Kind “Dividend Payment Date") (or ”); provided that if such date any Dividend Payment Date is not a business dayBusiness Day, then the dividends due dividend that would otherwise have been payable on such Series B Dividend-in-Kind Dividend Payment Date shall may be paid on the next succeeding business day) beginning Business Day with the same force and effect as if paid on January 15such Dividend Payment Date, 2001. Such and no interest or additional dividends shall be cumulative and or other sums shall accrue on each share of Series B Preferred Stock the amount so payable from the date of such share's issuance; provided, however, that dividends shall cease Dividend Payment Date to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may benext succeeding Business Day. Dividends Any dividend payable on the Series B D Preferred Stock Shares for any partial Dividend Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends shall be payable to holders of record as they appear on in the stock register records of the Corporation at the close of business on such the applicable record date, not less than 15 nor more than 60 days which shall be the tenth day preceding a dividend payment date (including a Series B Dividend-in-Kind the applicable Dividend Payment Date), as shall be fixed or such other date designated by the Board of Directors or an officer of the Corporation duly authorized by the Board of Directors for the payment of dividends that is not more than 30 nor less than ten days prior to such Dividend Payment Date (each such date, a "Series B “Dividend Record Date"”). Except . (b) If the Corporation fails to pay any dividends on the Series D Preferred 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 redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on Delisting Event with respect to the Series B D Preferred Stock for any partial dividend period. b. Subject to any rights 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 Senior Securities, no dividends or other distributions shall be made a Delisting Event with respect to the Common Stock unless at Shares, the same time 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 dividend National Market Listing for 90 consecutive days or distribution is paid 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 all outstanding shares the applicable shares, and the foregoing provisions of Series B Preferred Stock in an amount equal to the amount paid 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 declared by the Corporation or paid or Set Apart for Payment by the Corporation at such time as the terms and provisions of Senior Shares or any agreement of the 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 share 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. Accrued and unpaid dividends on the Series D Preferred Shares will accumulate commencing as of the Dividend Payment Date on which they first become payable. (e) 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 Stock as though Shares, Series A Preferred Shares or any class or series of Junior Shares, without the consent of the majority of the votes entitled to be cast by the holders of the outstanding Series B D 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 distributionShares. 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 dividendsh) 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 Any dividend payment made on the Series B D Preferred Stock Shares shall first be entitled credited against the earliest accumulated accrued and unpaid dividend due with respect to a proportionate share such shares which remains payable at the time of any such distribution as though the holders of the Series 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 distributionpayment.

Dividends. a. The holders Dividends as to any series of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series 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 B NW Preferred Stock shall be payable to holders of record as they appear (if declared) quarterly commencing on the stock register last day of the Corporation calendar quarter during which such series is issued, and on the last day of each calendar quarter thereafter (each such record datelast 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 be 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, England on the second Business Day (it being agreed that for this purpose only, the definition of "Business Day" shall not less than 15 nor more than 60 days 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 payment period, equal to such shorter period commencing on the date (including a Series B Dividend-in-Kind Payment Dateof issuance of such series and ending on the last day of the calendar quarter during which such issuance occurred); provided, as however that the dividends on each series of NW Preferred Stock shall be fixed by noncumulative such that if the Board of Directors (of Finance fails to declare a "Series B Dividend Record Date"). Except in dividend on the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be NW Preferred Stock payable on the Series B a dividend payment date, then holders of NW Preferred Stock for any partial dividend period. b. Subject will have no right to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time receive a dividend or distribution is paid with in respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were dividend period ending on such dividend payment date, and Finance will have no obligation to pay dividends accrued for such period, whether or not dividends on the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B NW Preferred Stock are convertible as declared payable on any future dividend payment date; and provided further, however, that no dividend shall be paid on any series 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 NW Preferred Stock shall be entitled to during the existence of a proportionate share default in the payment of principal of or interest on any such distribution as though the holders outstanding indebtedness for money borrowed of the Series 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.Finance;

Dividends. a. The holders of record on From and after the Series B Dividend Record applicable Issue Date (as defined below) of each series of Preferred Stock, the outstanding holders of each series Preferred Stock shall be entitled to receive dividends per share, out of funds legally available therefor, in the following order of preference (the “Order of Priority”): 1.1 First, Series A Preferred Stock shall be entitled to receive dividends per share, out of funds legally available therefor, 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 fifteen percent (15.0%) per annum, in each case calculated based on the Original Issue Price, compounding annually (the “Series A Dividend”); 1.2 Second, Series B Preferred Stock shall be entitled to receive dividendsdividends per share, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock , at the rate of six twelve percent (612%) per annum, resulting in calculated based on the holder of each share of Original Issue Price, compounding annually (the “Series B Preferred receiving a dividend of 0.06 additional shares of Dividend”); and Third, Series B C Preferred Stock shall be entitled to receive dividends per share, at the rate of eight percent (8%) per annum, calculated based on the Original 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 each share of Series B dividends or on liquidation junior to the Preferred Stock (such stock being referred to hereinafter collectively as “Junior 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 Preferred 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 continue to accrue on an annual basis, from the applicable Issue Date, whether or not declared and whether or not in any fiscal year there shall be net profits or surplus available for the payment of dividends in such fiscal 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. 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 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 then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series B Preferred Stock following in an amount at least equal to the greater of (i) the amount of the aggregate Preferred Dividends then accrued on such share's redemption or conversion, as the case may be. Dividends on the Series B share of Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, and not less than 15 nor more than 60 days preceding a dividend payment date previously paid or (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors ii) (a "Series B Dividend Record Date"). Except A) in the case of a redemption under Section 4 dividend on Common Stock or mandatory conversion under Section 6(c)any class or series that is convertible into Common Stock, below that dividend per share of Preferred Stock as would equal the product of (in which case dividends shall accrue and be paid through 1) the date dividend payable on each share of such event)class or series determined, no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights if applicable, as if each share of Senior Securities, no dividends such class or other distributions shall be made with respect to the series had been converted into Common Stock unless at the same time a dividend or distribution is paid with respect pursuant to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of Section 4.1 and (2) the number of shares of Common Stock issuable upon conversion of the Corporation into which their respective shares one share of Series B Preferred Stock are convertible as of pursuant to Section 4.1, in each case calculated on the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In 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 the Corporation shall declare a of any stock dividend, stock split, stock distribution payable in securities of other personsor combination, evidences of indebtedness issued by the Corporation subdivision, reclassification or other personscorporate 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 A Preferred Stock, 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 $20.00 per share for the Series B Preferred Stock shall be entitled and $20.00 per share for the Series C Preferred Stock, subject to a proportionate share appropriate adjustment in the event of any such stock dividend, stock split, stock distribution as though or combination, subdivision, reclassification or other corporate actions having the holders of similar effect with respect to the Series 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 distributionStock.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the then outstanding Series B A Preferred Stock shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors of the Corporation out of any funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock , dividends at the rate of six percent (6%) $2.00 per annumshare per year, resulting payable in cash, except as provided below, in equal amounts quarterly on the holder of each share of Series 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") (fifteenth day, or if such date is not a business dayBusiness Day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) Business Day, of January, April, July and October in each year, beginning on January 15______________, 2001. Such dividends shall be cumulative 1997 (each such day being hereinafter called a "Quarterly Dividend Date" 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 period ending on a share of Series B Preferred Stock following such share's redemption or conversionQuarterly Dividend Date being hereinafter called a "Dividend Period"), as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders shareholders of record as they appear on at the stock register close of the Corporation business on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors of the Corporation at the time of declaration of the dividend (a the "Series B Dividend Record Date"), which shall be not fewer than 10 nor more than 30 days preceding the Quarterly Dividend Date. Except in The amount of any dividend payable for the case 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 redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be 360-day year of twelve 30-day months. Dividends paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B 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 any twelve (12) Dividend Periods the Company shall have the right to pay the dividend in additional shares of Series A Preferred Stock determined by dividing the total amount of the dividend to be paid in shares of Series A Preferred Stock by the Liquidation Value (as 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 amount paid with respect to Liquidation Value times the fraction of a share of Common Stock as though the holders of the Series B A Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into to 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. holder would otherwise be entitled. In the event the Corporation Company fails to pay any dividend on the Series A Preferred Stock on any Quarterly Dividend Date, the Company shall declare a distribution payable in not pay any dividends on any other class of stock of the Company (other than (i) pro rata with other 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 Company ranking pari passu with the Series B A Preferred Stock or (ii) with Junior Shares) until such dividend on the Series A Preferred Stock has been paid. Except as provided in these Articles Supplementary, the Series A Preferred Stock shall not be entitled to a proportionate share of any such distribution as though participate in the holders earnings or assets of the Series 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 distributionCorporation.

Dividends. a. (a) The Holders of shares of the Series B Preferred Stock, in preference to the holders of record 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, out of funds of the Corporation legally available therefor, 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 option of the Corporation, in such number of shares of Series B Preferred Stock as is set forth in Section 2(d) below, and accrue (whether or not earned or declared) at the rate of 8% per annum on the sum of (i) the Purchase Price and (ii) all accumulated and unpaid dividends accrued thereon from the date of issuance thereof (the "Series B Dividends"). Such dividends will be calculated and accrued on a quarterly basis on the last day of each fiscal quarter of the Corporation in respect of the prior three month period prorated on a daily basis for partial periods. (b) If the Corporation at any time pays less than the total amount of Series B Dividends then accrued with respect to the Series B Preferred Stock, such payment shall be distributed ratably among the Holders based upon the aggregate accrued but unpaid Series B Dividends on the Series B Dividend Record Date Preferred Stock held by each such Holder. (as defined belowc) In the event that the Corporation declares or pays any dividends upon the Common Stock (whether payable in cash, securities or other property) other than dividends payable solely in shares of Common Stock, 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 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 shall be been converted in accordance with Section 6(a) immediately prior to the record date for such dividend, or if no record date is fixed, the date as of which the record holders of Common Stock entitled to receive dividends, as and when declared such dividends are to be determined. (d) The Corporation may pay the Series B Dividends to each Holder by the Board issuance of Directors out such number of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at as equals the rate quotient of six percent (6%i) per annum, resulting in the holder of each share of accrued and unpaid Series B Preferred receiving a dividend of 0.06 additional Dividends with respect to the shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each held such dividend shall be payable on or about each January 15 Holder and (a "Series B Dividend-in-Kind Payment Date"ii) (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 B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (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 a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodPurchase Price. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The holders of record on the then-outstanding Series A Preferred Stock, Series B Dividend Record Date (as defined below) of the outstanding Preferred Stock, Series B C Preferred Stock and Series D Preferred Stock shall be entitled to receive dividends, when and as and when declared by the Corporation’s Board of Directors (the “Board of Directors”), out of funds legally available therefortherefor (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock), dividends at the rate of 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 per annum. Record No dividend or other distribution may be declared or paid on any 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 dividends in the total amount of the annual dividend rate for the Preferred Stock specified in this Section 1 shall have first been paid or declared and set apart for payment to the holders of Series B 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 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 B Dividend Record Date shall Preferred Stock, Series C Preferred Stock and Series D Preferred Stock. No dividend may be entitled to one dividend-in-kind payable each year in additional declared or paid on any shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series 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 B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (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 a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a an equivalent dividend or distribution is declared and paid with respect to all simultaneously on the issued and outstanding shares of the Series B A Preferred Stock, Series C Preferred Stock in an amount equal to the amount and Series D Preferred Stock. No dividend may be declared or paid with respect to a share of Common Stock as though the holders of the Series 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.on any

Dividends. a. The holders holder of record on the Series each share of Class B Dividend Record Date (as defined below) of the outstanding Series B Redeemable Preferred Stock shall be entitled to receive dividendson the 15th day of April, July, October and 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 funds legally available for such purpose, and when as 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 dividend declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series 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 to the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share holders of Series shares of the Class B Redeemable Preferred Stock from the date of as 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 B Preferred Stock shall be payable to holders of record as they holders' names appear on the stock register books on the related record date. Such record date shall be the last day of the Corporation on such record date, not less than 15 nor more than 60 days calendar quarter immediately preceding a dividend payment date (including a Series B Dividend-in-Kind the applicable Dividend Payment Date), as shall . 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 (Directors, whether or not a "Series regular Dividend Payment Date, to the holder of the shares of the Class B Dividend Record Date"). Except in Redeemable Preferred Stock on the case related record date fixed by the Board of a redemption under Section 4 or mandatory conversion under Section 6(c)Directors, below (in which case dividends shall accrue and not be paid through less than 10 nor more than 45 days before the date fixed for the payment of such event), no dividends shall be payable dividend. Any dividend payment made on shares of the Series Class B Redeemable Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no shall first be credited against the dividends or other distributions shall be made accrued with respect to the Common Stock unless at earliest Dividend Payment Date for which dividends have not been paid. If full cumulative dividends have not been paid or declared and set aside for payment on the same time a dividend or distribution is paid with respect to all outstanding shares of Series the Class B Redeemable Preferred Stock, all cumulative dividends on the shares of the Class B Redeemable Preferred Stock in an amount equal shall be declared and paid pro rata to the amount paid with respect to a share of Common Stock as though the holders of the Series outstanding shares of the Class B Redeemable Preferred Stock were entitled thereto, so that in all cases the holders amount of dividends declared per share on the shares of the number 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 Common Stock of the Corporation into which their respective shares of Series Class 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 Redeemable Preferred Stock shall be entitled to a proportionate share 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 such distribution dividend payment on the shares of Class B Redeemable Preferred Stock that may be in arrears. Except as though the holders set forth above, for so long as any shares of the Series Class B Redeemable Preferred Stock were are outstanding, no dividends may be paid or declared and set aside for payment or other distribution made upon the holders of the number of shares of Class A Convertible Preferred Stock, Common Stock or any other stock of the Corporation into which their respective ranking junior to the shares of Series the Class B Redeemable Preferred Stock are convertible as to dividends ("Junior Stock"), nor may any shares of Junior Stock be redeemed, purchased or otherwise acquired by the record date fixed Corporation for consideration (or any payment made to or available for a sinking fund for the determination redemption of any 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 prior to the holders date of Common such transaction have been or contemporaneously are declared and paid through the most recent Dividend Payment Date. If dividends are not paid on a Dividend Payment Date, then such dividends shall accrue and be cumulative from and after such Dividend Payment Date. Notwithstanding the foregoing, no dividends shall be paid or payable with respect to any shares 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 entitled Law. Dividends with respect to receive such distributionshares of Class B Redeemable Preferred Stock may also be subject to setoff and recoupment as contemplated by section (k) hereof.

Dividends. a. (a) The holders of shares of Series B Stock shall be entitled to receive 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 Dividend Record Date (as defined below) 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 the outstanding Series B any other shares of Preferred Stock and Common Stock shall be entitled to receive dividends, as and when declared by the Board of Directors payable out of funds legally available therefor. Record , when, as and if declared by the Board of Directors. (c) No right shall accrue to holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at by reason of the rate of six percent (6%) per annum, resulting in the holder of each share of Series 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, fact that dividends on said shares are not declared in any prior year, nor shall cease to any undeclared or unpaid dividend bear or accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may beany interest. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (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 a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The (a) Subject to the preferential rights of holders of record on the Series B Dividend Record Date (as defined below) any class or series of Senior Stock, holders of the outstanding shares of Series B A Preferred Stock shall be entitled to receive dividendsreceive, when and as and when declared authorized by the Board of Directors and declared by the Corporation, out of funds legally available therefor. Record holders for the payment of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock dividends, if applicable, cumulative preferential dividends at the rate of six percent 5% per annum based on the $1,000 liquidation preference (6%as may be adjusted in accordance with Section 7) per annumwith such rate increasing by 2% on each April 1 beginning April 1, resulting in 2013, until all of the holder of each share of Series B Preferred receiving a dividend of 0.06 additional outstanding shares of Series B A 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, 2001are redeemed as provided in Section 5. Such dividends shall be cumulative accrue from the first date on which any Series A Preferred Stock is issued (the “Original Issue Date”) and shall accrue be payable semi-annually in arrears on or before March 31 and September 30 of each share of Series B Preferred Stock from the date of such share's issuanceyear (each a “Dividend Payment Date”); provided, however, that dividends shall cease to accrue if any Dividend Payment Date is not a Business Day (as defined below), then the dividend which would otherwise have been payable on a share of Series B Preferred Stock following such share's redemption or conversion, as the case Dividend Payment Date may be. Dividends be paid on the Series B Preferred Stock shall be payable to holders of record following Business Day with the same force and effect as they appear on the stock register of the Corporation if paid on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Dividend Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be Any dividend payable on the Series B A Preferred Stock for any partial dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. A “dividend period. b. Subject to any rights of Senior Securities” shall mean, no dividends or other distributions shall be made with respect to the Common Stock unless at first “dividend period,” the same time a dividend or distribution is paid period from and including the Original Issue Date to and including the first Dividend Payment Date, and with respect to all outstanding shares of Series B Preferred Stock in an amount equal each subsequent “dividend period,” the period from, but excluding, a Dividend Payment Date to and including the amount paid with respect to a share of Common Stock as though the holders of the Series 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 next succeeding Dividend Payment Date or other date as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled which accrued dividends are to receive such distributionbe calculated. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) Holders of the outstanding shares of Series B E Preferred Stock shall be entitled to receive dividends, as and when declared by dividends (“Dividends”) payable on the Board Stated Value of Directors out of funds legally available therefor. Record holders each share of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B E Preferred Stock at the rate of six five percent (65%) per annum, resulting in annum (the holder of each share of Series B Preferred receiving a dividend of 0.06 additional “Dividend Rate”). Dividends on the shares of Series B E Preferred Stock shall commence accruing on the Original Issue Date and shall be computed on the basis of a 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 Business Day immediately following such Dividend Date. Dividends shall be payable in cash on each Dividend Date. In lieu of cash, at the option of the Company, Dividends shall be payable in fully paid and 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 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 B E Preferred Stock shall be payable to holders of record as they appear on determined by dividing (i) the stock register amount of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date PIK Dividend (including a Series B Dividend-in-Kind Payment Date), as shall be fixed were it paid in cash) by (ii) the Board arithmetic average of Directors (a "Series B Dividend Record Date"). Except in the case Weighted Average Price of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at for each of the same time ten (10) 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 the issuance of a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a fractional share of Common Stock as though to any Holder, then the holders amount of such fraction multiplied by the Series B Preferred Stock were the holders of 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 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 be 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 Holder shall be entitled rounded up to a proportionate share of any such distribution as though the holders of the Series 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 distributionnearest whole share).

Dividends. a. The holders (a) Subject to the rights of record Holders of any class of capital stock ranking senior to the Series A-1 Preferred Stock 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 Initial Liquidation Preference (equivalent to $5.25 per year per share of Series A-1 Preferred Stock), payable in cash, by delivery of shares of Common Stock or by delivery of any combination of cash and shares of Common Stock, as determined by the Corporation in its sole discretion (subject to the limitations described in Section 4). Declared dividends on the Series B Dividend Record Date (as defined below) of the outstanding Series B A-1 Preferred Stock shall be payable quarterly on each Dividend Payment Date at such annual rate, and dividends shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Initial Issue Date, whether or not declared or in any Dividend Period or Dividend Periods, as the case may be, there have been funds or shares of Common Stock legally available for the payment of such dividends. 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 such delay. Dividends payable on shares of Series A-1 Preferred Stock for each full 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) No dividend shall be declared or paid upon, or any 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 all dividends for all preceding Dividend Periods shall have been declared and paid, or declared and a sufficient sum has been set apart for the payment 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 A-1 Preferred Stock. (c) Holders shall not be entitled to receive 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 any share of Series A-1 Preferred Stock remains outstanding: (A) no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock, 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 when 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 legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series 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 B Preferred Stock shall be payable to holders of record as they appear on the stock register 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 such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind 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 shall may be fixed determined by the Board of Directors (a "Series B Dividend Record Date"). Except in may be declared and paid on any securities of the case of a redemption under Section 4 or mandatory conversion under Section 6(c)Corporation, below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the including Common Stock unless at the same and other Junior Stock, from time a dividend or distribution is paid with respect to all outstanding shares time out of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock any funds of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed lawfully available for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution. c. In the event the Corporation payment, and Holders 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 not be entitled to a proportionate share of participate in any such distribution as though the holders of the Series 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 distributiondividends.

Dividends. a. The 2.1 From and after July 1, 2016 (and, for the avoidance of doubt, including July 1, 2016), the holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B J Preferred Stock shall be entitled to receive dividendsreceive, as and when declared by prior in preference to the Board holders of Directors any Junior Stock, out of funds legally available therefor. Record holders of Series B Preferred Stock , dividends on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B J Preferred Stock with respect at a rate equal to each share fifteen percent (15%) of the Series B 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 Series J Preferred Stock. Each such dividend shall be payable on or about each January 15 Stock (a "Series B Dividend-in-Kind “Dividend 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, 2001Event”). 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 cumulative. All 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 accruing on the Series B J Preferred Stock shall be payable paid by the issuance of additional shares of Series J Preferred Stock (including fractional shares) in an amount equal in number to holders of record as they appear on the stock register aggregate amount of the Corporation on dividend 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, such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shares shall be fixed by the Board deemed to be validly issued and outstanding and fully paid and non-assessable. The amount of Directors (a "dividends payable per share of Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B J Preferred Stock for any period shorter than a full year shall be computed ratably on the basis of twelve (12) thirty (30) day months and a three-hundred sixty (360) day year. 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 dividend periodyears), not to exceed the maximum amount (if any) permitted by law. b. 2.2 Subject to the preferences that may be applicable to any rights other Series of Senior SecuritiesPreferred Stock then outstanding, no the Corporation shall not declare, pay or set aside any dividends or other distributions shall be made with respect to the on any shares of Common Stock unless at the same time holders of the Series J Preferred Stock then outstanding shall simultaneously receive a dividend or distribution is paid with respect to all on each outstanding shares share of Series B J Preferred Stock in an amount at least equal to that dividend per share of Series J Preferred Stock as would equal the amount paid with respect to a product of (i) the dividend payable on each share of Common Stock as though the holders of the Series B Preferred Stock were the holders of 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 into which their respective (a “Liquidation Event”), the holders of shares of Series B 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 entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series J Preferred Stock held by such holder are convertible as of the record date fixed for determining stockholders entitled to vote on such matter (irrespective of whether any such conversion would result in economic gain or loss to the determination holder) and shall be entitled to notice of any such meeting of stockholders in accordance with the By-Laws of the Corporation. Except as provided by law or as otherwise provided herein, with respect to any Major Transaction Stockholder Vote, holders of Series J Preferred Stock shall vote together with the holders of Common Stock of the Corporation entitled to receive such distributionas a single class. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.”

Dividends. a. The holders of record on the Series B Dividend Record Date (When and as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividends, as and when declared by the Corporation’s Board of Directors out 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 Series A Preferred Stock prior and in preference to 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, compounded quarterly, on the sum of the Series A Liquidation Preference thereof plus all accumulated and unpaid dividends 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 date on which such Series A Share is otherwise acquired by the Corporation. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available thereforfor the payment of dividends, and such dividends shall be cumulative such that all accrued and unpaid dividends shall be fully paid or declared with funds irrevocably set apart for payment before any dividends, distributions, redemptions or other payments may be made with respect to any Common Stock. Record 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 during the three-month period (or other period in the case of the 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 time the Corporation pays less than the total amount of dividends then accrued with respect to the Series A Preferred, such payment shall be distributed, pro rata among the holders of Series B 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 on a Series B Dividend Record Date shall be entitled to one dividend-in-kind (whether payable each year in additional cash, securities or other property) other than dividends payable solely in shares of Common Stock, the Corporation shall also declare and pay to the holders of the Series B A Preferred Stock at the rate same time that it declares and pays such dividends to the holders of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Common 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 which would have been declared and 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 B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (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 a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders issuable upon conversion of the Series B A Preferred Stock were the holders had all of the number of shares of Common Stock of the Corporation into which their respective shares of outstanding Series B A Preferred Stock are convertible as of been converted immediately prior to the record date fixed for such dividend, or if no record date is fixed, the determination date as of which the record holders of Common Stock of the Corporation entitled to receive such distributiondividends are to be determined. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) Preferred Stock, in preference to the holders of Common Stock and any subsequently designated series of Preferred Stock which is junior in right of payment to the outstanding Series B Preferred Stock Stock, shall be entitled to receive dividendsreceive, as and when declared by the Board of Directors and out of funds legally assets which by law are available therefor. Record holders for payment of Series B dividends, and subject to the dividend rights of any subsequently designated series of Preferred Stock which is senior to or on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock parity 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 B Preferred Stock shall be payable to holders in payment preference, cumulative dividends at the rate of record as they appear on the stock register 10% per annum of the Corporation on such record date, not less than 15 nor more than 60 days preceding original issuance price of each share (or a dividend payment date (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 a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on pro rata portion thereof if the Series B Preferred Stock is outstanding for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time only a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders portion of the Series B Preferred Stock were year), payable at such time or times as may be determined by the holders Board of Directors, and accruing from the number of shares of Common Stock of date on which the Corporation into which their respective shares of Series B Preferred Stock are convertible as of shall be issued. Such dividends will be cumulative so that if dividends with respect to any period at the record date fixed aforesaid rate shall not have been paid upon or declared and set apart for the determination Series B Preferred Stock, the deficiency shall be fully paid and set apart before any dividends shall be paid upon or declared or set apart for the Common Stock or any such junior series of the Preferred Stock. Accumulation of dividends shall not bear interest. 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 entitled to a proportionate share of any participate in such distribution as though dividends ratably on the holders basis of the Series B Preferred Stock were amount of all accrued but unpaid dividends on each outstanding share. All references herein to the holders issuance price of the number of shares of Common Stock of the Corporation into which their respective shares a share of Series B Preferred Stock are convertible refers to the price at which such share was issued by the Corporation, as reasonably determined by the Board of Directors, adjusted to equitably reflect any subsequent stock split, stock dividend, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionSeries B Preferred Stock.

Dividends. a. The (a) It is agreed that (i) the Parties shall take such actions as are necessary to ensure that the timing of any regular quarterly dividend paid to common shareholders or stockholders by either Company or Parent prior to the Closing will be coordinated so that, if either the holders of Company Common Shares or the holders of Parent Common Stock receive a dividend for a particular calendar quarter in the period beginning on January 1, 2023 and prior to the Closing Date, then the holders of Parent Common Stock and the holders of Company Common Shares, respectively, shall also receive a dividend for such calendar quarter prior to the Closing Date and (ii) the Parties will coordinate such that any such quarterly dividend by the Company and Parent shall have the same record on date and the Series B Dividend Record Date (as defined below) same payment date, which shall be consistent with Parent’s historical record dates and payment dates unless otherwise agreed between the Parties, in order to ensure that the common shareholders of the outstanding Series B Preferred Stock shall be entitled Company and the common stockholders of Parent receive the same number of such dividend payments in the period beginning on January 1, 2023 and prior to receive dividends, as and when the Company Merger Effective Time (provided that the amount of any such quarterly dividend declared by the Board Company shall be consistent with Section 6.1(b)(iii) and the amount of Directors out any such quarterly dividend declared by Parent shall be consistent with Section 6.2(b)(iii)). For the avoidance of funds legally available therefor. Record doubt, the Company shall pay dividends owed to the holders of Company Series B D Preferred Stock Shares in accordance with the terms set forth in the Company Charter. (b) If the Company or any Company Subsidiary, in consultation with Parent, determines that it is necessary to declare a Permitted REIT Dividend with respect to the taxable year of the Company ending December 31, 2023 and/or the taxable year of the Company ending on the Closing Date, the Company shall notify Parent at least twenty (20) days prior to the anticipated Closing Date. Notwithstanding anything to the contrary contained herein, in the event the Company declares a Series B Permitted REIT Dividend Record other than a Permitted REIT Dividend to the extent necessitated by action or actions requested by Parent pursuant to Section 3.10, then, at Parent’s option, either (i) the Exchange Ratio shall be reduced by an amount equal to the product of (x) the Exchange Ratio prior to such adjustment multiplied by (y) the quotient obtained by dividing (A) the per share amount of such Permitted REIT Dividend by (B) $11.57 or (ii) Parent shall be permitted to declare a cash dividend to holders of shares of Parent Common Stock, in an amount per share equal to the quotient obtained by dividing (x) the Permitted REIT Dividend declared by the Company with respect to each Company Common Share by (y) the Exchange Ratio. The record date and payment date for any dividend payable pursuant to this Section 7.11(b) (A) in respect of the taxable year of the Company ending on December 31, 2023 shall be a date in December 2023 mutually selected by the Company and Parent and (B) in respect of the taxable year of the Company ending on the Closing Date shall be entitled the close of business on the last Business Day prior to one dividend-in-kind payable each the Closing Date; provided, that if the Closing Date is January 2, 2024, (1) such record date shall be January 1, 2024 and such payment date shall be as soon as practicable following the Closing Date and (2) the payment mechanics of such Permitted REIT Dividend shall be mutually determined by the Company and Parent. (c) If Parent or any Parent Subsidiary, in consultation with the Company, determines that it is necessary to declare a Permitted REIT Dividend with respect to the taxable year in additional shares of Series B Preferred Stock the Company ending December 31, 2023 and/or with respect to the taxable year of Parent ending on December 31, 2024, Parent shall notify the Company at least twenty (20) days prior to the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving anticipated Closing Date. Parent shall be permitted to effect such Permitted REIT Dividend at its option as a dividend of 0.06 additional shares cash, Parent Common Stock or a combination of Series B Preferred cash and Parent Common Stock; provided that any dividend of Parent Common Stock shall result in an adjustment to the Exchange Ratio as set forth in Section 3.1(b). Notwithstanding anything to the contrary contained herein, in the event Parent declares a Permitted REIT Dividend, then, at Parent’s option, either (i) the Exchange Ratio shall be increased by an amount equal to the product of (x) the Exchange Ratio prior to such adjustment multiplied by (y) the quotient obtained by dividing (A) the per share cash amount of such Permitted REIT Dividend by (B) $19.12 or (ii) the Company shall be permitted to declare a cash dividend to holders of Company Common Shares, in an amount per share equal to the product of (x) the cash amount of the Permitted REIT Dividend declared by Parent with respect to each share of Series B Preferred StockParent Common Stock and (y) the Exchange Ratio. Each such The record date and payment date for any dividend payable pursuant to this Section 7.11(c) (A) in respect of the taxable year of Parent ending on December 31, 2023 shall be payable a date in December 2023 selected by Parent and (B) in respect of the taxable year of Parent ending on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business dayDecember 31, the dividends due on such Series B Dividend-in-Kind Payment Date 2024 shall be paid the close of business 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 last Business Day prior to the date of such share's issuanceClosing Date; provided, howeverthat if the Closing Date is January 2, that dividends shall cease to accrue on a share of Series B Preferred Stock following 2024, (1) such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock record date shall be payable to holders of record as they appear on the stock register of the Corporation on January 1, 2024 and such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed as soon as practicable following the Closing Date and (2) the payment mechanics of such Permitted REIT Dividend shall be mutually determined by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue Company and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodParent. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock OP Units shall be entitled to receive dividendsreceive, from funds which the General Partner determines to be available for distribution as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B provided in Section 7.1, dividends (“Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Dividends”) per Preferred Stock OP Unit at the annual rate of six percent (6%the “Annual Preferred Rate”) per annum, resulting equal to the 10-year United States Treasury bond yield in the holder of each share of Series 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 effect on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date 2nd of such share's issuancecalendar year (as reported by Bloomberg L.P. and its successors or, if 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 dividends the Annual Preferred Rate shall cease 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 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 accrual date; provided, however, that: (a) if the 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 Common OP Units are made less frequently than quarterly, then Preferred Dividends shall accrue on a share of Series B Preferred Stock following such share's redemption or conversioneach March 31, as the case may be. Dividends on the Series B Preferred Stock June 30, September 30 and December 31 and shall be payable paid within ten (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 register first Preferred Dividend Accrual Date after issuance of a Preferred OP Unit shall be a prorated portion of the Corporation regular dividend based on such record date, not less than 15 nor more than 60 the number of days preceding a dividend payment date (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 a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through elapsed from the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect issuance to the Common Stock unless at the same time Preferred Dividend Accrual Date. Each date upon which Preferred Dividends accrue is referred to as a dividend or distribution “Preferred Dividend Accrual Date”. Each date upon which Preferred Dividends become payable is paid with respect referred to all outstanding shares of Series B as a “Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 distributionDividend Payment Date”. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The holders Holders of record on the shares of Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors or a duly authorized committee thereof out of funds of the Corporation legally available therefor. Record holders for payment of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock dividends, cumulative cash dividends at the rate of six percent 6.49% per annum per share on the initial liquidation preference of $100.00 per share (6%) equivalent to $6.49 per annum, resulting in the holder of each annum per share of Series B A Preferred receiving a dividend of 0.06 additional shares of Stock). Dividends on the Series B A Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable quarterly in arrears on or about March 31, June 30, September 30 and December 31 of each January 15 year, commencing [September 30, 1999] (each a "Series B Dividend-in-Kind Dividend Payment Date") (). If any date on which dividends would otherwise be payable is a Saturday, Sunday or if a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close, then the dividends otherwise payable on such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall instead be paid payable on the next succeeding business day) beginning . Dividends on January 15, 2001. Such dividends shares of the Series A Preferred Stock shall be fully cumulative and shall accrue accumulate (whether or not earned or declared and whether or not the Corporation has funds legally available for the payment of dividends), on each share of Series B Preferred Stock a daily basis, without interest, from the previous Dividend Payment Date, except that the first dividend shall accrue, without interest, from the date of such share's issuance; provided, however, that initial issuance of the Series A Preferred Stock. Accumulated and unpaid dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may benot bear interest. Dividends on the Series B Preferred Stock shall be payable payable, in arrears, to holders of record as they appear on in the stock register records of the Corporation at the close of business on such the applicable record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), 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 (a "Series B of the Corporation for the payment of dividends that is not more than 30 nor less than 10 days prior to such Dividend Record Payment Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be Any dividend payable on the Series B A Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends period that is shorter or other distributions longer than a full quarterly period shall be made with respect computed on the basis of a 360-day year consisting of twelve 30-day months. If, prior to 18 months after the Common Stock unless at date of the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders original issuance of the Series B A Preferred Stock, one or more amendments to the Internal Revenue Code of 1986, as amended (the "Code"), are enacted that change the percentage of the dividends received deduction (currently 70%) as specified in section 243(a)(1) of the Code or any successor provision (the "Dividends Received Percentage"), the amount of each dividend payable (if declared) per share of Series A Preferred Stock were for dividend payments made on or after the holders effective date of such change in the Code will be adjusted by multiplying the amount 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 dividend payable in securities of other persons, evidences of indebtedness issued described above (before adjustment) by the Corporation or other personsfactor determined by the following formula (the "DRD Formula"), assets and rounding the result to the nearest cent (excluding cash dividendswith one-half cent rounded up): 1- . 35(1-.70) 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.------------- 1- .35(1-DRP)

Dividends. a. The (a) 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 record shares of Raytheon Common Stock do not (a) receive dividends on both shares of Raytheon Common Stock and UTC Common Stock received in the Series B Dividend Record Date Merger in respect of any calendar quarter or (as defined belowb) of the outstanding Series B Preferred Stock shall be entitled fail to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock a dividend on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional either shares of Series B Preferred Raytheon Common Stock at the rate of six percent (6%) per annum, resulting or UTC Common Stock received in the holder Merger in respect of each share of Series 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 any calendar quarter (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 B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (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 a redemption under Section 4 or mandatory conversion under Section 6(cthis clause (b), below unless UTC shall not pay a dividend on any shares of UTC Common Stock in respect of such quarter). (i) On or prior to the date that is ten (10) business days prior to the anticipated Closing Date, UTC may, if it 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 of immediately following the consummation of the Otis Distribution (in which the case dividends shall accrue of ▇▇▇▇ SpinCo) and be paid through the date Carrier Distribution (in the case of Carrier SpinCo) would exceed $18,250,000,000, deliver written notice (the “Overage Notice”) of such event)determinations to Raytheon, no dividends which such notice shall be payable on also set forth the Series B Preferred Stock for any partial dividend periodOverage Amount. b. Subject to any rights of Senior Securities(ii) In the event that UTC delivers an Overage Notice, no dividends or other distributions shall be made (A) Raytheon may, in its sole discretion, declare (with respect a record date prior to the Common Stock unless at Closing) and pay to its stockholders (whether before or after the same time Closing, while minimizing any delay in the Closing to the extent reasonably practicable) a dividend or cash distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an aggregate amount equal to the amount paid with respect product of (1) a fraction, the numerator of which is 0.43 and the denominator of which is 0.57, and (2) the Overage Amount, and (B) subject to clause (II) below, whether or not Raytheon elects to pay such a share cash distribution, Target Indebtedness shall be deemed for purposes of Common Stock as though this Agreement (including the holders of Separation Principles) to be increased by the Series B Preferred Stock were Overage Amount; provided, that notwithstanding 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 foregoing, in the event the Corporation shall declare a amount of the cash distribution payable calculated in securities of other personsaccordance with this Section 6.13(b)(ii) would (x) be $250,000,000 or less, 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 SecuritiesUTC may, in each 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 not Raytheon elects to pay such case the holders a cash distribution, in lieu of the Series B Preferred Stock foregoing clause (B), the Target Indebtedness shall be entitled deemed for purposes of this Agreement (including the Separation Principles) to a proportionate share be increased by $331,000,000, or (y) exceed $2,000,000,000, no provision of any such distribution as though the holders of the Series 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 distributionthis Section 6.13(b)(ii) shall be given effect.

Dividends. a. The holders Entergy shall not, nor shall it permit any of its subsidiaries to, (i) declare, set aside or pay any dividends on or make other distributions in respect of any of its capital stock or share capital, except: (A) that Entergy may continue the declaration and payment of regular quarterly cash dividends on Entergy Common Stock, not to exceed $0.30 per share, with usual record on and payment dates for such dividends in accordance with past dividend practice; provided, that (1) dividends payable in respect of periods after July 31, 2000, may exceed by up to 5% per share the Series B Dividend Record Date (as defined below) dividend payable during the prior 12-month period in respect of the outstanding Series B Preferred Stock shall 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 entitled to receive dividends, as declared and when declared by the Board paid in respect of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Entergy Common Stock with respect to each share of Series B Preferred Stock. Each the quarter in which the Entergy Effective Time occurs with a record date in such dividend shall be payable quarter and 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 prior to the date of such share's issuance; providedon which the Entergy Effective Time occurs, 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 B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, which dividend does not less than 15 nor more than 60 days preceding a dividend payment date (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 a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in exceed an amount equal to the amount paid 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 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 dividends 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 Entergy subsidiary receives or is to receive its proportionate share of such dividend or distribution), and (C) for the declaration and payment of regular cash dividends with respect to a share preferred stock of Common Stock as though the holders of the Series 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 Entergy's subsidiaries outstanding as of the record date fixed for the determination of the holders Agreement or permitted to be issued under the terms 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.this Agreement,

Dividends. a. (a) The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall will be entitled to receive dividendsin preference to the holders of any Junior Stock, when, as and when if declared by the Board of Directors Directors, out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock for the payment thereof, dividends at the annual rate of six percent 8% of Liquidation Value (6%as defined below). Such dividends will be cumulative, will accumulate (whether or not declared) per annumfrom the date of issuance (the "Issue Date") and will 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"), resulting commencing September 30, 1998. The dividend amount payable in the holder respect of each share of Series B A Preferred receiving Stock on each dividend payment date (the "Dividend Amount") will be computed by 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 period and the denominator of 0.06 which will be 365 and multiplying the amount so obtained by the Liquidation Value. (b) Dividends with respect to the Series 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 B A Preferred Stock with respect to each share the holders entitled hereto. The number of shares of Series B A Preferred Stock. Each such Stock remitted to the holders in any dividend payment shall be payable on or about each January 15 equal to the Dividend Amount divided by the Liquidation Value (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business dayas defined in Section 4 below). Notwithstanding anything to the contrary herein, 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 issuance of shares 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 B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (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 a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B A Preferred Stock for any partial dividend periodthe payment of dividends shall not require the vote of the holders of Series A Preferred Stock. b. Subject to any rights of Senior Securities, no (c) All dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B A Preferred Stock were to Section 3(a) hereof will be paid pro rata to 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 distributionthereto. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. (a) The holders of record on New Class A Preferred Stock shall be entitled to receive, out of funds legally available for that purpose, dividends at the Series B Dividend Record Date rate of three percent (as defined below3%) of the outstanding applicable New A Series Subscription Price, per annum, and no more. The holders of all series of New Class B Preferred Stock shall be entitled to receive dividendsreceive, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock for that purpose, dividends at the rate of six five percent (65%) of the applicable New B Series Subscription Price, per annum, resulting in and no more. The entitlement of the holder of each share of Series B New Class A Preferred receiving a dividend of 0.06 additional shares of Series Stock and the New Class B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend dividends shall be payable pro rata and 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, 2001parity. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock (cumulating from the date of issuance of such share's issuance; provided, however, that dividends shall cease to accrue shares of Preferred Stock on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends day-to-day basis on the Series B Preferred Stock 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, as they their names appear on the stock share register of the Corporation on such the corresponding record datedate for the distribution. (b) If, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind on any Dividend Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series New Class A Preferred Stock and New Class B Preferred Stock were shall not have received the holders full dividends provided for in the other provisions of this Section 2, then such dividends shall cumulate, whether or not earned or declared, with additional dividends thereon until such dividends shall be paid. Unpaid dividends shall cumulate on a day-to-day basis and shall be computed on the number basis of a 360-day year. (c) So long as any shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of shall be outstanding, without the record date fixed for the determination written consent of the holders of Common Stock not less than a majority of the Corporation entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable in securities shares 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 New Class A Preferred Stock shall be entitled to then outstanding, all series voting together as a proportionate share of any such distribution as though single class, and the holders of the Series 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 written consent of the holders of Common 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 entitled to receive such distributionshall: (i) declare or pay on any Junior Stock any dividend whatsoever, whether in cash, property or otherwise; or (ii) except as set forth in Section 3 of Part Two of this Article Fourth, make any distribution on any Junior Stock, or purchase or redeem any Junior Stock, or pay or make available any monies for a sinking fund for the purchase or redemption of any Junior Stock.

Dividends. a. The holders (a) Holders of record shares of the Series E Preferred Stock are entitled to receive, when, as and if authorized by the Board and declared by the Company, out of funds of the Company legally available for the payment of dividends, cumulative cash dividends at the rate of 7.50% of the $25.00 per share liquidation preference per annum (equivalent to $1.875 per annum per share). Dividends on the Series B E Preferred Stock shall accumulate daily and shall be cumulative from, and including, [July 15], 2021 and shall be payable quarterly in arrears on the 15th day of each January, April, July and October (each, a “Dividend Record Payment Date”), commencing on [October 15], 2021; provided, that if any Dividend Payment Date is not a Business Day (as defined below) of ), then the outstanding Series B Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series 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 which would otherwise have been 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 that Dividend Payment Date shall may be paid on the next succeeding business day) beginning Business Day with the same force and effect as if paid on January 15such Dividend Payment Date and no interest, 2001additional 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. 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 Any dividend payable on the Series B E Preferred Stock shall Stock, 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. Dividends will be payable to holders of record as they appear in the stock records of the Company for the Series E Preferred Stock at the close of business on the stock register of the Corporation on such applicable record date, which shall be the last day of the quarter, whether or not less than 15 nor more than 60 days a Business Day, immediately preceding the applicable Dividend Payment Date (each, a dividend payment date (including a Series B Dividend-in-Kind “Dividend Record Date”). The dividends payable on any Dividend Payment Date shall include dividends accumulated to, but not including, such Dividend Payment Date), as . (b) No dividends on shares of Series E Preferred Stock shall be fixed authorized by the Board or paid or set apart for payment by the Company at any time when the terms and provisions of Directors (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 "Series B Dividend Record Date"). Except in breach of the case of agreement or a redemption default under Section 4 the agreement, or mandatory conversion under Section 6(c)if the authorization, below (in which case dividends shall accrue and be paid through the date of such event), no dividends payment or setting apart for payment shall be payable restricted or prohibited by law. (c) Notwithstanding anything to the contrary contained herein, dividends on the Series B E Preferred Stock will accumulate whether or not the Company has earnings, whether or not there are funds legally available for the payment of those dividends and whether or not those dividends are declared. No interest, or sum in lieu of interest, will be payable in respect of any partial dividend period. b. Subject payment or payments on the Series E Preferred Stock which may be in arrears, and holders of the Series E Preferred Stock will not be entitled to any rights dividends in excess of Senior Securities, no full cumulative dividends or other distributions described in Section 4(a) hereof. Any dividend payment made on the Series E Preferred Stock shall first be made credited against the earliest accumulated but unpaid dividend due with respect to the Series E Preferred Stock. (d) Except as provided in Section 4(e) hereof, unless full cumulative dividends on the Series E 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, (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 E Preferred Stock unless at as to dividends and upon liquidation) 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 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 Company that rank junior to the Series 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 time a dividend or distribution is paid with respect terms to holders of all outstanding shares of Series B E Preferred Stock in an amount equal to and any Preferred Shares that rank on a parity with the amount paid with respect to a share of Common Series E Preferred Stock as though the holders of 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 B E Preferred Stock were and the holders of the number of shares of Common Stock any other series of Preferred Shares that rank on a parity as to dividends with the Corporation into which their respective shares of Series B E Preferred Stock, all dividends declared upon the Series E Preferred Stock are convertible and any other series of Preferred Shares that rank on a parity 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 dividends with the Series B E Preferred Stock shall be entitled to a proportionate declared pro rata so that the amount of dividends declared per share of any Series E Preferred Stock and such distribution as though other series of Preferred Shares that the holders of Company may issue shall in all cases bear to each other the same ratio that accumulated dividends per share on the Series B E Preferred Stock were and accumulated dividends per share on such other series of Preferred Shares (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such Preferred Shares do 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 the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B E 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 distributionwhich may be in arrears.

Dividends. a. (a) The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall not be entitled to receive dividends, as dividends unless and when declared by until the Board of Directors declares a dividend in respect of the Common Stock out of funds legally available funds therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series 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 no dividends shall cease 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 accrue 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 B A Preferred Stock following immediately before the declaration of such share's redemption or conversiondividend, as the case may be. Dividends with such conversion being based on the Series B Preferred Stock shall be payable to holders then applicable Conversion Price determined in accordance with Section 6 as of the record as they appear date for the declaration of such dividend on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date Common Stock. (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 c) In the case of a redemption under Section 4 or mandatory conversion under Section 6(c)any dividend being declared upon any class of Junior Stock that is convertible into Common Stock, below (in the amount of the dividend which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the declared upon each share of Series B A Preferred Stock for any partial as a condition to such dividend period. b. Subject to any rights of Senior Securitieson Junior Stock, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of 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 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 dividend declared upon each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders class of the Series B Preferred Stock were the holders 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 Corporation into which their respective outstanding shares of Series B A Preferred Stock. (e) Holders of shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation shall be entitled to receive share equally, share for share, in all such distributiondividends declared upon the Series A Preferred Stock.

Dividends. a. (a) The holders of record on the Series B Dividend Record Date (as defined below) shares of the outstanding Series B Preferred Stock shall will be entitled to receive dividendsreceive, when, as and when if dividends are declared by the Board of Directors Directors, or any duly authorized committee thereof, dividends at the rate of US$0.80 per annum per share of Preferred Stock, to be payable in cash out of funds legally available therefortherefor on each Dividend Payment Date, as set forth below. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series 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 Declared dividends will be payable on or about [ ], [ ], [ ] and [ ] of each January 15 year (each, a "Series B Dividend-in-Kind “Dividend Payment Date") (or if ”), beginning on the first such date to occur after the Issue Date. If any of those dates is not a business dayBusiness Day, the then such dividends due on such Series B Dividend-in-Kind Payment Date shall will be paid payable on the next succeeding business day) beginning Business Day. The dividends payable on January 15, 2001. Such dividends shall be cumulative and shall any Dividend Payment Date will accrue on each share of Series B Preferred Stock from the date of such share's issuance; providedlast Dividend Payment Date or, howeverprior to the first Dividend Payment Date, that the Issue Date. Declared 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 B Preferred Stock shall will be payable to holders of record as they appear in the Company’s stock records at the close of business on 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 next succeeding Business Day (each, a “Dividend Payment Record Date”). Dividends payable on the shares of Preferred Stock will be computed on the basis of a 360-day year consisting of twelve 30-day months. (b) Dividends on the Convertible 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, the dividend will accumulate on that Dividend Payment Date until declared and paid or will be forfeited upon conversion, except under the circumstances described in Section 7(c) and 7(f). (c) The Company shall not be obligated to pay holders of Preferred Stock any interest or sum of money in lieu of interest on any dividend not paid on a Dividend Payment Date or any other late payment. If the Board of Directors or an authorized committee thereof does not declare a dividend for any Dividend Payment Date, the Board of Directors or 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 Preferred Stock as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed selected by the Board of Directors or an authorized committee thereof. That date must not (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through a) precede the date the Board of such event), no dividends shall Directors or an authorized committee thereof declares the dividend payable or (b) be payable on the Series B Preferred Stock for any partial dividend periodmore than 60 days prior to that Dividend Payment Date. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. (a) The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall not be entitled to receive dividends, as dividends unless and when declared by until the Board of Directors declares a dividend in respect of the Common Stock out of funds legally available funds therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series 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 no dividends shall cease 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 accrue 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 B A Preferred Stock following immediately before the declaration of such share's redemption or conversiondividend, as the case may be. Dividends with such conversion being based on the Series B Preferred Stock shall be payable to holders then applicable Conversion Price determined in accordance with Section 6 as of the record as they appear date for the declaration of such dividend on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date Common Stock. (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 c) In the case of a redemption under Section 4 or mandatory conversion under Section 6(c)any dividend being declared upon any class of Junior Stock that is convertible into Common Stock, below (in the amount of the dividend which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the declared upon each share of Series B A Preferred Stock for any partial as a condition to such dividend period. b. Subject to any rights of Senior Securitieson Junior Stock, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of 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 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 dividend declared upon each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders class of the Series B Preferred Stock were the holders 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 Corporation into which their respective outstanding shares of Series B A Preferred Stock. (e) Holders of shares of Series A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation shall be entitled to receive share equally, share for share, in all such distributiondividends declared upon the Series A Preferred Stock.

Dividends. a. The (A) In each year the holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Class D Preferred Stock shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors of the Corporation, out of funds legally available therefor. Record holders of Series B Preferred Stock for that purpose, semi-annual dividends payable in cash on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable July 1 and January 1 in each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving such date being referred to herein as "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 Dividend Payment Date"), commencing January 1, 2006, in an amount equal to $.015 per share (that is, $.03 per share on an annual basis). (B) (or if such date is not a business dayIn the case of the original issuance of shares of Class D Preferred Stock, 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 begin to accrue and be cumulative and shall accrue on each share from July 1, 2005. In the case of Series B 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 such share's issuanceissue to the next Dividend Payment Date; provided, however, that if dividends shall cease to accrue are not paid on a share of Series B Preferred Stock following any such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Dividend Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case then dividends shall accrue and be paid through cumulative from the Dividend Payment Date to the date of such event), no dividends shall be payable have been paid. Dividends paid on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Class D Preferred Stock in an amount equal 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 Class D Preferred shares at the time outstanding. The Board of Directors may fix a record date for the 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 amount paid with respect to a share of Common Stock as though the holders of the Series 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 payment thereof. (C) Whenever dividends payable on the Class D Preferred Stock as provided in this Section 3 are in arrears, thereafter and until dividends, including all accrued dividends, on shares of the holders of Common Class D Preferred Stock of the Corporation entitled to receive such distribution. c. In the event outstanding shall have been paid in full or declared and set apart for payment, the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets not (excluding cash dividendsi) or options or rights to purchase pay dividends on any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders common stock of the Series B Preferred Stock shall be entitled to a proportionate Corporation; or (ii) purchase or otherwise acquire for consideration any share of any such distribution the Class D Preferred Stock, unless required or as though the holders of the Series 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 distributionprovided in Section 4.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the then outstanding Series B Preferred Stock Shares shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors Trustees out of any funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock , cumulative dividends at the rate of six percent (6%) $22.8125 per annumshare per year, resulting payable in equal amounts of $5.703125 per share quarterly in cash on the holder of each share of Series 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") (fifteenth day, or if such date is not a business dayBusiness Day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) Business Day, of January, April, July and October in each year, beginning on January 15, 2001. Such dividends shall be cumulative 1996 (each such day being hereinafter called a "Quarterly Dividend Date" 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 period ending on a share of Series B Preferred Stock following such share's redemption or conversionQuarterly Dividend Date being hereinafter called a "Dividend Period"), as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders shareholders of record as they appear on at the stock register close of the Corporation business on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors Trustees at the time of declaration of the dividend (a the "Series B Dividend Record Date"), which shall be not less than 10 nor more than 30 days preceding the Quarterly Dividend Date. Except in The amount of any dividend payable for the case 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 redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends 360-day year of twelve 30-day months. Dividends on each share of Series B Preferred Shares shall accrue and be paid through cumulative from and including the date of original issue thereof, whether or not (i) dividends on such event), no dividends shares are earned or declared or (ii) on any Quarterly Dividend Date there shall be payable funds legally available for the payment of dividends. Dividends paid on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights Shares in an amount less than the total amount of Senior Securities, no such dividends or other distributions at the time accrued and payable on such shares shall be made with respect to the Common Stock unless allocated pro rata on a per share basis among all such shares at the same time a dividend 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 distribution is paid with respect to all outstanding not earned or declared, and the amount of dividends accrued on any shares of Series B Preferred Stock in an amount Shares at any date other than a Quarterly Dividend Date shall be equal to the sum of the amount paid with respect 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 the annual dividend rate 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 share 360-day year of Common Stock twelve 30- day months. Except as though the holders of provided in these Articles, the Series 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 Shares 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 not be entitled to a proportionate share of any such distribution as though participate in the holders earnings or assets of the Series 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 distributionTrust.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined belowa) Holders of the then outstanding shares of Series B D Preferred Stock shall be entitled to receive dividendsreceive, when and as and when declared authorized by the Board of Directors Directors, out of funds legally available therefor. Record holders for the payment of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock dividends, cumulative preferential cash dividends at the rate of six percent 7.625% of the $25.00 liquidation preference per annum (6%) equivalent to a fixed annual amount of $1.90625 per annumshare). Such dividends shall be cumulative from [ • ], resulting in the holder of each share of Series 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 20211 and shall be payable quarterly in arrears on or about before January 15, April 15, July 15 and October 15 of each January 15 (a "Series B Dividend-in-Kind Payment Date") (or year 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 15day (each, 2001a “Dividend Payment Date”). 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 Any dividend payable on the Series B D Preferred Stock for any partial dividend period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends shall be payable to holders of record as they appear on in the stock register records of the Corporation at the close of business on such the applicable record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date)which shall be the last day of each of March, June, September and December, as shall be fixed by the Board of Directors case may be, immediately preceding the applicable Dividend Payment Date (each, a "Series B “Dividend Record Date"”). Except in . (b) No dividends on shares of Series D Preferred Stock shall be declared by the case Corporation or paid or set apart for payment by the Corporation at such time as the terms and provisions of any agreement of the Corporation, 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 redemption under Section 4 breach thereof or mandatory conversion under Section 6(c)a default thereunder, below or if such declaration or payment shall be restricted or prohibited by law. (in which case c) Notwithstanding the foregoing, dividends on the Series D Preferred Stock shall accrue whether or not the terms and be paid through provisions set forth in Section 3(b) hereof at any time prohibit the date current payment of dividends, whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such event)dividends and whether or not such dividends are declared. Accrued but unpaid dividends on the Series D Preferred Stock shall accumulate as of the Dividend Payment Date on which they first become payable. (d) 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 shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no (other than dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective or dividends in shares of Series B any series of Preferred Stock are convertible ranking junior to the Series D Preferred Stock as of 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 record date fixed for the determination of the holders of Common Stock, or any Preferred Stock of the Corporation entitled ranking junior to receive such distribution. c. In the event the Corporation shall declare or on 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 parity with the Series B D Preferred Stock as to dividends or upon liquidation, nor shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock, or any shares of Preferred Stock of the Corporation into which their respective shares of ranking junior to or on a parity with the Series B D Preferred Stock are convertible as of the record date fixed 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 determination redemption of any such shares) by the holders of Common Stock 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 credited 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 receive such distributionany dividend, whether payable in cash, property or stock in excess of full cumulative dividends on the Series D Preferred Stock as described above.

Dividends. a. The Out of any assets of the corporation available for dividends, the holders of record on the 6 1/8% Series B Dividend Record Date (as defined below) of the outstanding Series B Class A Preferred Stock shall be entitled to receive dividendsreceive, from and after the date the 6 1/8% Series Class A Preferred Stock is issued, but only when, as and when if declared by the Board of Directors out Directors, dividends at a rate of funds legally available therefor6 1/8% per annum of the $25 par value of such shares. Record Such holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock dividends at the said rate of six percent (6%) per annumso fixed, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stockand no more. Each such dividend Dividends declared shall be payable quarterly on or about January 1, April 1, July 1 and October 1 in each January 15 year (each, a "Series B Dividend-in-Kind Dividend Payment Date") (or if ), commencing on October 1, 2006, to stockholders of record on a date not more than 30 days prior to such date payment date, as may be determined by the Board of Directors of the corporation. If a Dividend Payment Date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall related dividend (if declared) will be paid on the next succeeding business day) beginning day with the same force and effect as though paid on January 15the Dividend Payment Date, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock without any increase to account for the period from such Dividend Payment Date through the date of such share's issuance; provided, however, that dividends shall cease to accrue actual payment. Dividends payable on a share of the 6 1/8% Series B Class A Preferred Stock following for the initial dividend period and any period 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 number of days elapsed in such share's redemption period. Dividends on the 6 1/8% Series Class A Preferred Stock shall be non-cumulative and, accordingly, if the Board of Directors of the corporation does not declare a dividend or conversiondeclares 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. Dividends on , for that period, and the Series B Preferred Stock shall be payable corporation will have no obligation to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding pay a dividend payment date (including a Series B Dividend-in-Kind Payment Date)for that period, as shall be fixed by whether or not the Board of Directors (a "Series B Dividend Record Date"). Except corporation pays dividends in full or has sufficient funds to pay dividends in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodfuture. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The (A) In each year the holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Class C Preferred Stock shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors of the Corporation, out of funds legally available therefor. Record holders of Series B Preferred Stock for that purpose, semi-annual dividends payable in cash on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable July 1 and January 1 in each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving such date being referred to herein as "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 Dividend Payment Date"), commencing January 1, 2006, in an amount equal to $.015 per share (that is, $.03 per share on an annual basis). (B) (or if such date is not a business dayIn the case of the original issuance of shares of Class C Preferred Stock, 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 begin to accrue and be cumulative and shall accrue on each share from July 1, 2005. In the case of Series B shares of Class C 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 such share's issuanceissue to the next Dividend Payment Date; provided, however, that if dividends shall cease to accrue are not paid on a share of Series B Preferred Stock following any such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Dividend Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case then dividends shall accrue and be paid through cumulative from the Dividend Payment Date to the date of such event), no dividends shall be payable have been paid. Dividends paid on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Class C Preferred Stock in an amount equal 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 Class C Preferred shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of Class C Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty days prior to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 payment thereof. (C) Whenever dividends payable on the Class C Preferred Stock as provided in this Section 3 are in arrears, thereafter and until dividends, including all accrued dividends, on shares of the holders of Common Class C Preferred Stock of the Corporation entitled to receive such distribution. c. In the event outstanding shall have been paid in full or declared and set apart for payment, the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets not (excluding cash dividendsi) or options or rights to purchase pay dividends on any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders common stock of the Series B Preferred Stock shall be entitled to a proportionate Corporation; or (ii) purchase or otherwise acquire for consideration any share of any such distribution the Class C Preferred Stock, unless required or as though the holders of the Series 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 distributionprovided in Section 4.

Dividends. a. The holders (1) Holders of record on shares of the Series B Dividend Record Date F Preferred Stock are entitled to receive, when, as, and if authorized by the Board of Directors and declared by the Corporation, out of funds of the Corporation legally available for the payment of dividends, 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 $1.675 per share). Dividends on the outstanding Series B F Preferred Stock shall accrue daily, shall accrue and be entitled to receive dividendscumulative from [___], as 2013 (the “Original Issue Date”) and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series 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 monthly in arrears on or about the 15th day of each January 15 month (each a "Series B Dividend-in-Kind “Dividend Payment Date"”) (or commencing [___] 15, 2013; provided that if such date any Dividend Payment Date is not a business dayBusiness Day (as defined below), then the dividends due dividend which would otherwise have been payable on such Series B Dividend-in-Kind Dividend Payment Date shall may be paid on the next succeeding business day) beginning Business Day with the same force and effect as if paid on January 15, 2001. Such such Dividend Payment Date and no interest or additional dividends shall be cumulative and 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 share of Series B Preferred Stock subsequent period from and including a Dividend Payment Date to but excluding the date of such share's issuance; providednext succeeding Dividend Payment Date, however, that dividends shall cease to accrue on is hereafter called a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends “Dividend Period.” Any dividend payable on the Series B F Preferred Stock Stock, 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 including the Original Issue Date to but excluding [___] 15, 2013 (computed on the basis of a 360-day year consisting of twelve 30-day months). Dividends will be payable to holders of record as they appear on in the stock register records of the Corporation at the close of business on such the applicable record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as which shall be fixed by the Board first day of Directors the calendar month, whether or not a Business Day, in which the applicable Dividend Payment Date falls (each, a "Series B “Dividend Record Date"”). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for Notwithstanding any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect provision to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock contrary contained in an amount equal to the amount paid with respect to a share of Common Stock as though the holders these terms of the Series B F Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares Stock, each outstanding share 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 F Preferred Stock shall be entitled to receive, and shall receive, a proportionate dividend with respect to any Dividend Record Date equal to the greatest amount payable as a dividend with respect to any other share of any such distribution as though the holders of the Series B F 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 is outstanding on such date. The dividends payable on any Dividend Payment Date shall include dividends accrued to receive but excluding such distributionDividend Payment Date.

Dividends. a. The holders (a) Upon the grant of Common Shares pursuant to Section 2(b)(ii), 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 Series B Dividend Record Effective Date (as defined below) to and including the date of the outstanding Series B Preferred Stock Termination of Employment of the Grantee. After the date of grant of the Common Shares pursuant to Section 2(b)(ii), the holder of such Common Shares shall be entitled to receive dividends, dividends in the same manner as and when declared by the Board of Directors out of funds legally available therefor. Record dividends are paid to all other holders of Series B Preferred Stock on a Series B Dividend Record Date Common Shares. (b) Upon the grant of Common Shares pursuant to Section 2(b)(iii), the Grantee shall be entitled to one dividend-in-kind payable receive, for each year 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 additional shares Control. After the date of Series B Preferred Stock at grant of the rate of six percent (6%) per annumCommon Shares pursuant to Section 2(b)(iii), resulting in the holder of each share of Series 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 Common Shares shall be payable on or about each January 15 entitled to receive dividends in the same manner as dividends are paid to all other holders of Common Shares. (a "Series B Dividend-in-Kind Payment Date"c) (or if such date is not a business dayUpon grant of the Restricted Shares pursuant to Section 3(a), the dividends due on such Series B Dividend-in-Kind Payment Date Grantee shall be paid on the next succeeding business day) beginning on January 15entitled to receive, 2001. Such dividends shall be cumulative and shall accrue on for 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 B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date Restricted Shares (including a Series B Dividend-in-Kind Payment Datewhether vested or unvested), as shall be fixed by an amount in cash equal to the Board per share amount of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case all dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made declared with respect to the Common Stock unless at Shares with a record date on or after the same time a dividend or distribution is paid Effective Date and before the Share Issuance Date (other than those with respect to all outstanding shares of Series B Preferred Stock in which an amount equal 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 paid the Grantee shall be entitled to receive pursuant to this Section 4(c) shall equal the product of (a) the per share amount of all dividends declared with respect to the Common Shares with a share of Common Stock as though record date on or after the holders of the Series B Preferred Stock were the holders of 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 shares 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 unvested) shall be entitled to receive the per share amount of any dividends declared with respect to Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of Shares for each Restricted Share (whether vested or unvested) held on the record date fixed for of each such dividend and each such dividend shall be paid in the determination of same manner as dividends are paid to the holders of Common Stock of Shares. (d) Except as provided in this Section 4, the Corporation Grantee shall not be entitled to receive such distribution. c. In the event the Corporation shall declare a distribution payable any payments in securities lieu 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 in connection with dividends with respect to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series 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 distributionNotional Units and/or Restricted Shares.

Dividends. a. The (a) In the event that a distribution with respect to the shares of REIT I Common Stock permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of record such shares of REIT I Common Stock on the Series B Dividend Record Closing Date immediately prior to the REIT Merger Effective Time. In the event that a distribution with respect to the shares of REIT II Common Stock permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of REIT II Common Stock on the Closing Date immediately prior to the REIT Merger Effective Time. REIT I shall coordinate with REIT II the declaration of, and the setting of record dates and payment dates for, dividends on REIT I Common Stock so that holders of REIT I Common Stock and REIT I OP Units (i) do not receive dividends on both REIT I Common Stock and REIT II Common Stock received in the REIT Merger, or REIT I OP Units and REIT II OP Units received in the Partnership Merger, as defined belowapplicable, in respect of a single calendar quarter or fail to receive a dividend on either REIT I Common Stock or REIT II Common Stock received in the REIT Merger, or REIT I OP Units and REIT II OP Units received in the Partnership Merger, as applicable, in respect of a single calendar quarter or (ii) do not receive both a dividend permitted by the proviso to Section 6.1(b)(iii) on REIT I Common Stock or REIT I OP Units and a dividend permitted by the proviso to Section 6.2(b)(iii) on REIT II Common Stock or REIT II OP Units received in the Mergers or fail to receive either a dividend permitted by the proviso to Section 6.1(b)(iii) on REIT I Common Stock or REIT I OP Units or a dividend permitted by the proviso to Section 6.2(b)(iii) on REIT II Common Stock, or REIT II OP Units received in the Mergers. (b) In the event that either REIT I or REIT II shall declare or pay any dividend or other distribution that is expressly permitted pursuant to the proviso at the end of Section 6.1(b)(iii) or Section 6.2(b)(iii) , respectively, it shall notify the outstanding Series B Preferred Stock other Party at least twenty (20) days prior to the Closing Date, and such other Party shall be entitled to receive dividendsdeclare a dividend per share payable (i) in the case of REIT I, as and when to holders of REIT I Common Stock or REIT I OP Units, in an amount per share of REIT I Common Stock or per REIT I OP Unit equal to the product of (A) the dividend declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock REIT II with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 REIT II Common Stock by (a "Series B Dividend-in-Kind Payment Date"B) the Exchange Ratio and (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 dayii) 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 B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (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 a redemption under Section 4 REIT II, to holders of REIT II Common Stock and REIT II OP Units, in an amount per share of REIT II Common Stock or mandatory conversion under Section 6(c), below per REIT II OP Unit equal to the quotient obtained by dividing (in which case dividends shall accrue and be paid through x) the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made declared by REIT I with respect to the each share of REIT I Common Stock unless at by (y) the same Exchange Ratio. The record date and time a and payment date and time for any dividend or distribution is paid with respect payable pursuant to all outstanding shares of Series B Preferred Stock in an amount equal this Section 7.8(b) shall be prior to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 distributionClosing Date. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. (a) The holders of record on the shares of Series B Dividend Record Date (as defined below) of the outstanding Series B H Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B H Preferred Stock, when, as and if declared by the Board of Directors, out of the assets of the Company legally available therefor, cumulative 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 (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. Each 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 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. All shares of Series I Preferred Stock issued as a dividend on the Series 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 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 or about the next succeeding Business Day (each January 15 (such date being hereinafter referred to as a "Series B Dividend-in-Kind Dividend Payment Date") (or if such date is not a business day), commencing on the dividends due on such Series B Dividend-in-Kind first Dividend 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 in respect 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 H Preferred Stock following 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 shall be for the period from and including the Issue Date to but excluding the date of the first Dividend Payment Date, 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. For shares of Series H Preferred Stock issued 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. 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 share's redemption or conversion, as quarterly period shall be a "Dividend Period". The amount of dividends payable for each full Dividend Period shall be computed by dividing the case may beannual dividend rate by four. Dividends (or amounts equal to accrued and unpaid dividends) payable on Series H Preferred Stock for any period 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 B H Preferred Stock entitled to receive payment of a dividend or distribution declared 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 stock register records of the Corporation Company on such the applicable record date, . Dividends on account of arrears for any particular Dividend Period in which dividends were not less than 15 nor more than 60 days preceding a dividend payment date paid on the applicable Dividend Payment Date (including as a result of the rounding down of the number of shares of Series B Dividend-in-Kind I Preferred Stock issuable in the payment of dividends as provided above in Section 3(b)) shall be added to the then effective Liquidation Preference on the relevant Dividend Payment Date), as . Any amounts so added to the then effective Liquidation Preference shall be fixed 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 Board number of Directors 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 H Preferred Stock will accrue, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are declared, on a "daily basis. Dividends will cease to accrue in respect of Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through H Preferred Stock on the date of the conversion or redemption thereof. (f) Dividends paid on the shares of Series H Preferred Stock in an amount less than the total amount of such event), no dividends at the time accrued and payable on such shares shall be payable allocated pro rata on a share-by-share basis among all such shares at the time outstanding, 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 B H Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securitiesis outstanding, no dividends or other distributions shall (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 made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to on any Junior Securities unless: (i) full cumulative dividends on all outstanding shares of Parity Securities and Series B H Preferred Stock in an amount equal have been paid, or declared and set aside for payment, for all Dividend Periods terminating on or prior to the amount payment date of such dividend or distribution and for the current Dividend Period; (ii) the Company has paid or set aside all amounts, if any, then or theretofore required to be paid or set aside for all purchase, retirement and sinking funds, if any, for any outstanding shares of Parity 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 connection with respect to a reclassification or exchange of any Junior Securities through the issuance of shares of, or warrants, rights or options exerciseable for or convertible into shares of, other Junior Securities (and cash in lieu of fractional shares of such Junior Securities in connection therewith) or the purchase, redemption or other acquisition of any Junior Securities with any shares of, or warrants, rights or options exerciseable for 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 distributions (other than dividends or other distributions payable in shares of, or 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 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 amounts of any such dividends or other distributions declared and paid per share on outstanding Series H Preferred Stock and each other share of Common 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 though 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 of its subsidiaries (except with shares of, or 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 other acquisition of each share of 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. (k) Subject to the provisions described above, 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 declaration and payment of any such dividends or other distributions, the holders of such Junior Securities and/or Parity Securities, as the Series B Preferred Stock were case may be, will be entitled, to the exclusion of holders of the number of shares of Common Stock of the Corporation into which any outstanding Series H Preferred Stock, to share therein according to 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 distributioninterests. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. (a) The holders Holders of record on the Series B Dividend Record Date (as defined below) a particular series of the outstanding Series B Preferred Stock Shares shall be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors Trustees of the Trust, out of funds legally available therefor, cumulative dividends each consisting of cash at the Applicable Rate and no more, payable on the respective dates set forth below. Record holders Dividends on the shares of Series B each series of Preferred Stock on a Series B Dividend Record Date Shares so declared and payable shall be entitled paid in preference to one dividend-in-kind and in priority over any dividends declared and payable each year in additional on the Common Shares. (i) Cash dividends on shares of Series B each series of Preferred Stock Shares shall accumulate from the Date of Original Issue and shall be payable, when, as and if declared by the Board of Trustees of the Trust, out of funds legally available therefor, commencing on the Initial Dividend Payment Date. Following the Initial Dividend Payment Date for a series of Preferred Shares, dividends on that series of Preferred Shares will be payable, at the rate option of six percent the Trust, either (6%i) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to any 7-Day Dividend Period and any Short Term Dividend Period of 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 share of Series B Preferred Stock. Each calendar month during such dividend shall be payable 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 about each January 15 (ii) being herein referred to as a "Series B Dividend-in-Kind Normal Dividend Payment Date") (or ), except that if such date Normal Dividend Payment Date is not a business dayBusiness Day, then the dividends due on such Series B Dividend-in-Kind 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 next succeeding business daydifferent 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) beginning on January 15, 2001. Such dividends Each dividend shall be cumulative and shall accrue paid to the Holders as they appear in the Stock Register as of 12:00 noon, New York City time, 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 Business Day preceding the case may beDividend Payment Date. Dividends on 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 Series B Preferred Stock shall be payable to holders of record Holders as they appear on the stock register of the Corporation Stock Register on such record a date, not less than exceeding 15 nor more than 60 days preceding a dividend prior to the payment date (including a Series B Dividend-in-Kind Payment Date)therefor, as shall may be fixed by the Board of Directors Trustees of the Trust. (i) During the period from and including the Date of Original Issue to but excluding the Initial Dividend Payment Date for a series of Preferred Shares (the "Initial Dividend Period"), the 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 "Series B Subsequent Dividend Record DatePeriod"). Except , which Subsequent Dividend Period shall commence on and include a Dividend Payment Date and shall end on and include the calendar day prior to the next Dividend Payment Date (or last Dividend Payment Date in the case of a redemption under Section 4 or mandatory conversion under Section 6(cDividend Period if there is more than one Dividend Payment Date), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders rate per annum that results from implementation of the Series 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 distributionAuction Procedures. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The (a) Subject to the preferential rights of the holders of record on any Senior Securities, the holders of shares of the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be are entitled to receive dividendsreceive, as when, as, and when declared if authorized by the Board of Directors and declared by the Corporation, out of funds of the Corporation legally available therefor. Record holders for the payment of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock dividends, cumulative preferential dividends at the rate of six percent 5% per annum based on the $[·] per share liquidation preference (6%) per annumas may be adjusted for stock splits, resulting in recapitalizations, combinations, reclassifications and similar events which affect the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B A Preferred Stock as provided in Section 6 below) with respect such rate increasing by 2% (to each share 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 B A Preferred StockStock are redeemed as provided in Section 6. Each such dividend 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 or about [January 15, 2020], and (b) for each January 15 quarterly distribution period thereafter, quarterly in equal amounts in arrears on the 15th day of each [January, April, July and October] (each a "Series B Dividend-in-Kind “Dividend Payment Date"”) (or commencing on [January 15, 2020]; provided that if such date any Dividend Payment Date is not a business dayBusiness Day (as defined below), then the dividends due dividend which would otherwise have been payable on such Series B Dividend-in-Kind Dividend Payment Date shall may be paid on the next succeeding business day) beginning Business Day with the same force and effect as if paid on January 15, 2001. Such such Dividend Payment Date in each case and no interest or additional dividends shall be cumulative and 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 share of Series B Preferred Stock subsequent period from and including a Dividend Payment Date to but excluding the date of such share's issuance; providednext succeeding Dividend Payment Date, however, that dividends shall cease to accrue on is hereafter called a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends “Dividend Period.” Any dividend payable on the Series B A Preferred Stock shall for any Dividend Period, 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. Dividends will be payable to holders of record as they appear on in the stock register records of the Corporation at the close of business on such record date, not less than 15 nor more than 60 days preceding a dividend payment the applicable Dividend Record Date (as herein defined). “Dividend Record Date” shall mean the date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed designated by the Board of Directors (a "Series B Dividend Record Date"). Except in for the case payment of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue that is not more than 30 and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect not fewer than 10 days prior to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 distributionapplicable Dividend Payment Date. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock are entitled to receive stated cash dividends from the corporation at the an annual rate of six percent (6%) $0.60 per annumshare, resulting in and no more, subject to declaration by the holder Board of each share Directors, at its sole discretion, from funds legally available for the payment of Series 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 bedividends. Dividends on the Series B Preferred Stock shall will not be cumulative on a year-to-year basis. Dividends will be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed are declared by the Board of Directors (a "Series B Dividend Record Date"). Except in the case at such time or times as it elects, and no holder of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock will have any right to receive any dividend unless and until that dividend has been declared by the Board of Directors. The stated annual dividend may be declared and paid in increments during each calendar year. In connection with each dividend payment, the Board of Directors may set a record date in advance of the payment date for any partial dividend period. b. Subject to any rights the purpose of Senior Securities, no dividends or other distributions shall be made with respect to determining the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding holders of shares of Series B Preferred Stock who are entitled to receive that dividend. No cash dividend shall be declared or paid during any calendar year on the corporation’s common stock unless and until there shall have been paid in an amount equal full to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders (or set apart for purposes of the number of shares of Common Stock of the Corporation into which their respective such payment), without preference or priority as between such shares of Series B Preferred Stock are convertible 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 record stated annual dividend thereon for that calendar year, at the rate provided therefor, through the date fixed for on which the determination corporation proposes to pay the cash dividend on the common stock. Shares 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 not participate in dividends paid with respect to any other class or series of the corporation’s capital stock. No cash dividend shall be entitled 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 a proportionate share of any such distribution as though the holders of the other such Series B of Preferred Stock were (or declared and set apart for purposes of such payment), without preference or priority as between the holders of shares included in such other series, a cash dividend in an amount per share that bears the number of shares of Common Stock of same proportionate relationship to the Corporation into which their respective shares of Series B Preferred Stock are convertible stated annual dividend on such other series as of the record date fixed for amount proposed to be paid per share on the determination of first series bears to the holders of Common Stock of the Corporation entitled to receive such distributionstated annual dividend on that first series.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the then outstanding Series B A Preferred Stock Shares shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors Trustees out of any funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock , cumulative dividends at the rate of six percent (6%) $2.34375 per annumshare per year, resulting payable in equal amounts of $.5859375 per share quarterly in cash on the holder of each share of Series 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 fifteenth day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on or the next succeeding business day) Business Day, of January, April, July and October in each year, beginning on January 15July 17, 2001. Such dividends shall be cumulative 1995 (each such day being hereinafter called a "Quarterly Dividend Date" 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 period ending on a share of Series B Preferred Stock following such share's redemption or conversionQuarterly Dividend Date being hereinafter called a "Dividend Period"), as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders shareholders of record as they appear on at the stock register close of the Corporation business on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors Trustees at the time of declaration of the dividend (a the "Series B Dividend Record Date"), which shall be not less than 10 nor more than 30 days preceding the Quarterly Dividend Date. Except in The amount of any dividend payable for the case 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 redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends 360-day year of twelve 30-day months. Dividends on each share of Series A Preferred Shares shall accrue and be paid through cumulative from and including the date of original issue thereof, whether or not (i) dividends on such event), no dividends shares are earned or declared or (ii) on any Quarterly Dividend Date there shall be payable funds legally available for the payment of dividends. Dividends paid on the Series B A Preferred Stock for any partial dividend period. b. Subject to any rights Shares in an amount less than the total amount of Senior Securities, no such dividends or other distributions at the time accrued and payable on such shares shall be made with respect to the Common Stock unless allocated pro rata on a per share basis among all such shares at the same time a dividend 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 distribution is paid with respect to all outstanding not earned or declared, and the amount of dividends accrued on any shares of Series B A Preferred Stock in an amount Shares at any date other than a Quarterly Dividend Date shall be equal to the amount paid with respect to a share of Common Stock as though the holders sum of the Series B Preferred Stock were amount of any unpaid dividends accumulated thereon, to and including the holders last preceding Quarterly Dividend Date, whether or not earned or declared, plus an amount calculated on the basis of the number annual dividend rate of shares of Common Stock of $2.34375 for the Corporation into which their respective shares of Series B Preferred Stock are convertible period after such last preceding Quarterly Dividend Date to and including the date as of which the record date fixed for the determination calculation is made based on a 360-day year 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 twelve 30-day months. Except as provided in securities of other personsthese Articles, 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 A Preferred Stock Shares shall not be entitled to a proportionate share of any such distribution as though participate in the holders earnings or assets of the Series 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 distributionTrust .

Dividends. a. The (a) In the event that a distribution with respect to the shares of REIT I Common Stock or REIT I Preferred Stock permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of record such shares of REIT I Common Stock or REIT II Preferred Stock, as applicable, on the Series B Dividend Record Closing Date immediately prior to the REIT Merger Effective Time. In the event that a distribution with respect to the shares of REIT II Common Stock permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of REIT II Common Stock on the Closing Date immediately prior to the REIT Merger Effective Time. After the signing of this Agreement and before the REIT Merger Effective Time, REIT I shall coordinate with REIT II with respect to the declaration of, and the setting of record dates and payment dates for dividends on REIT I Common Stock so that (as defined belowi) holders of REIT I Common Stock do not receive dividends on both REIT I Common Stock and REIT II Common Stock received in the REIT Merger, or (ii) the holders of the outstanding Series B Preferred REIT II OP Units do not receive distributions on the REIT II OP Units and the REIT I OP Units received in the Partnership Merger, as applicable, in respect of a single distribution period or fail to receive a dividend on either REIT I Common Stock or REIT II Common Stock received in the REIT Merger, or REIT II OP Units and REIT I OP Units received in the Partnership Merger, as applicable, in respect of a single distribution period or (iii) do not receive both a dividend permitted by the proviso to Section 6.1(b)(iii) on REIT I Common Stock and a dividend on REIT II Common Stock received in the REIT Merger or fail to receive either a dividend permitted by the proviso 76 (b) In the event that REIT I shall declare or pay any dividend or other distribution that is expressly permitted pursuant to the proviso at the end of Section 6.1(b)(iii), it shall notify REIT II at least twenty (20) days prior to the Closing Date, and REIT II shall be entitled to receive dividendsdeclare a dividend per share payable to holders of REIT II Common Stock and REIT II OP Units, as and when in an amount per share of REIT II Common Stock or per REIT II OP Unit equal to the quotient obtained by dividing (x) the dividend declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock REIT I with respect to each share of Series B Preferred StockREIT I Common Stock by (y) the Exchange Ratio. Each such In the event that REIT II shall declare or pay any dividend or other distribution that is expressly permitted pursuant to the proviso at the end of Section 6.2(b)(iii), it shall notify REIT I at least twenty (20) days prior to the Closing Date, and REIT I shall be payable on or about each January 15 (entitled to declare 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 dividend per 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 B Preferred Stock shall be payable to holders of record as they appear on REIT I Common Stock and REIT I OP Units, in an amount per share of REIT I Common Stock or per REIT I OP Unit equal to the stock register of quotient obtained by multiplying (x) the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed declared by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made REIT II with respect to the each share of REIT II Common Stock unless at by (y) the same Exchange Ratio. The record date and time a and payment date and time for any dividend or distribution is paid with respect payable pursuant to all outstanding shares of Series B Preferred Stock in an amount equal this Section 7.8(b) shall be prior to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 distributionClosing Date. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The holders Holders of record on the Series B Dividend Record Date (as defined below) shares of the outstanding Series B 6% Senior Preferred Stock shall will be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors out of funds of the Company legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock for payment, cash dividends at the an annual rate of six percent 6% of the Liquidation Preference (6%) or $10.00 per annumshare, resulting subject to adjustment), payable quarterly in the holder arrears on March 31, June 30, September 30 and December 31 of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stockyear, commencing March 31, 1998. 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 B Preferred Stock shall will be payable to holders of record as they appear on the stock register of the Corporation Company on such a record date, not less than 15 nor more than 60 nor less than 10 days preceding a dividend before the payment date (including a Series B Dividend-in-Kind Payment Date)date, as shall be fixed by the Board of Directors (a "Series B Dividend Record Date")Board. Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue Dividends will accumulate and be paid through cumulative from and after the date on which each share of such event), no dividends shall be 6% Senior Preferred Stock is issued. Dividends payable on the Series B 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 partial period less than a full dividend period. b. Subject period will be computed on the basis of a 360-day year consisting of twelve 30-day months. The 6% Senior Preferred Stock will not be entitled to any rights dividend, whether payable in cash, property or stock, in excess of full cumulative dividends. No interest, or sum of money in lieu of interest, will be payable in 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 securities except for Senior Dividend Securities, no if any, for any period unless full cumulative dividends shall have been paid or other distributions shall be made with respect to set apart for such payment on the Common Stock unless at 6% Senior Preferred Stock. If full dividends are not so paid, the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 6% Senior Securities, in each such case the holders of the Series B Preferred Stock shall share dividends pro rata with the Parity Dividend Securities so that in all cases the amount of dividends declared per share on the 6% Senior Preferred Stock and Parity 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 entitled paid or set apart for such payment on Junior Dividend Securities (except dividends on Junior Dividend Securities in additional shares of Junior Dividend Securities) and no Junior Dividend Securities may be repurchased, redeemed or otherwise acquired nor may funds be set apart for payment with respect thereto, if full dividends have not been paid on the 6% Senior Preferred Stock. Notwithstanding the 21 foregoing, the Company may redeem, purchase or otherwise acquire Junior Dividend Securities (a) by conversion into, exchange for, or out of the cash proceeds from the exercise of Exchange Warrants or the substantially concurrent offering of, Junior Dividend Securities or (b) in the ordinary course of business pursuant to a proportionate share the terms of any such distribution as though employee stock incentive plan adopted by the holders of the Series 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 distributionBoard.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the then outstanding Series B A Preferred Stock shall be entitled to receive dividendsreceive, when and as and when declared authorized by the Board of Directors and declared by the Corporation out of any funds legally available therefor. Record holders , cumulative preferential cash dividends payable quarterly on March 31, June 30, September 30 and December 31 (each such date being referred to herein as a “Quarterly Dividend Payment Date” and each period beginning on the day next following a Quarterly Dividend Payment Date and ending on the next following Quarterly Dividend Payment Date being referred to herein as a “Dividend Period”), commencing on the first Quarterly Dividend Payment Date after the first issuance of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares share or fraction of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each a share of Series B Preferred receiving a dividend A Preferred, in an amount per share (rounded to the nearest cent) equal to the greater of 0.06 additional (A) $.01 or (B) subject to adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than dividends payable in shares of Series B Preferred Stock with respect to each share of Series B Preferred Common Stock. Each such dividend shall be payable , as constituted 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; providedpayment), howeverdeclared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, that dividends shall cease or, with respect to accrue on the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock following such share's redemption or conversion, as A Preferred. In the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of event the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date shall at any time after ___(including a Series B Dividend-in-Kind Payment the “Rights Dividend Declaration Date”), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable A) declare any dividend on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at payable in shares of Common Stock, (B) subdivide the same time a dividend outstanding Common Stock, or distribution is paid with respect to all (C) combine the outstanding shares of Series B Preferred Common Stock into a smaller number of shares, then in an amount equal to each such case the amount paid with respect to a share which holders of Common Stock as though the holders shares of the Series B A Preferred Stock were entitled immediately prior to such event under clause (B) of the holders preceding paragraph shall be adjusted by multiplying such amount by a fraction (the “Adjustment Factor”), the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator 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 entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of is the number of shares of Common Stock outstanding immediately prior to such event. The Corporation shall declare a dividend or distribution on the Series A Preferred immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend at the rate of $.01 per share on the Series A Preferred shall nevertheless be declared payable on such subsequent Quarterly Dividend Payment Date. Dividends on the shares of Series A Preferred shall accrue and be cumulative from and including the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Preferred, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which event dividends on such shares shall accrue and be cumulative from and including the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall accrue and be cumulative from and including such Quarterly Dividend Payment Date, whether or not (A) the Corporation has earnings, (B) dividends on such shares are declared or (C) on any Quarterly Dividend Payment Date there shall be funds legally available for the payment of such dividends. When dividends are not paid in full upon the shares of Series A Preferred and the shares of any other series of preferred stock ranking on a parity as to dividends with the Series A Preferred (or a sum sufficient for such full payment is not set apart therefor), all dividends declared upon shares of Series A Preferred and any other series of preferred stock ranking on a parity as to dividends with the Series A Preferred shall be declared pro rata so that the amount of dividends declared per share on the Series A Preferred and such other series of preferred stock shall in all cases bear to each other the same ratio that accrued dividends per share on the shares of Series A Preferred and such other series of preferred stock bear to each other. Except as provided in the immediately preceding paragraph, unless full cumulative dividends on the Series A Preferred have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment on the Series A Preferred for all past dividend periods and the then current dividend period, (A) no dividends shall be declared or paid or set apart for payment on the preferred stock of the Corporation ranking, as to dividends, on a parity with or junior to the Series A Preferred for any period, and (B) no dividends (other than in Junior Stock) shall be declared or paid or set aside for payment or other distribution or shall be declared or made upon the Junior Stock or any other stock of the Corporation ranking on a parity with the Series A Preferred as to dividends or upon liquidation (for purposes of this Section 6.6, “Parity Stock”), nor shall any Junior Stock or any Parity Stock 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 shares of Junior Stock or Parity Stock) by the Corporation (except by conversion into or exchange for Junior Stock). Any dividend payment made on shares of the Series A Preferred shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which their respective remains payable. No dividends on shares of Series B A Preferred Stock are convertible shall be authorized by the Board or declared and paid or set apart for payment by the Corporation at such time as the terms and provisions of any agreement of the Corporation, including any agreement relating to its indebtedness, prohibits such declaration, payment or setting apart for payment or provides that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration or payment shall be restricted or prohibited by law. Accrued but unpaid dividends on the Series A Preferred will not bear interest. Holders of the Series A Preferred will not be entitled to any dividends in excess of full cumulative dividends as described above. Except as provided in this Charter, the Series A Preferred shall not be entitled to participate in the earnings or assets of the Corporation. The Board may fix a record date for the determination of holders of shares of Series A Preferred entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionpayment thereof.

Dividends. a. The holders Holders shall be entitled to receive, and the Corporation shall pay, dividends on shares of record on the Series B Dividend Record Date 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 outstanding Common Stock payable in the form of Common Stock) actually paid on shares of the Common Stock when, as and if such dividends (other than dividends payable in the form of Common Stock) are paid on shares of the Common Stock; provided, however, in no event shall Holders of Series B 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 between the Corporation and Broadridge Corporation Issuer Solutions, LLC a Pennsylvania limited liability company, as may be amended from time to time (the “CVR Agreement”), or any amounts paid under the CVR Agreement. In addition, Holders shall be entitled to receive dividendsreceive, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date Corporation shall be entitled to one dividendpay, payment-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%“PIK”) per annum, resulting in the holder of each share of Series 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 A Non-Voting Preferred Stock, accruing at a rate equal to five percent (5.0%) per annum payable in shares of Series A Non-Voting Preferred Stock from on the date that is 180 days after the date of the original issuance of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B A Non-Voting Preferred Stock following or such share's redemption or conversion, as the case earlier date that that Holder may be. Dividends on convert any portion of the Series B A Non-Voting Preferred Stock shall be payable to holders of record Common Stock. Other than as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (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 set forth in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event)previous two sentences, no other dividends shall be payable paid on shares of Series A Non-Voting Preferred Stock, and the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, ​ Corporation shall pay no dividends or (other distributions shall be made with respect to than dividends payable in the form of Common Stock) on shares of the Common Stock unless at it simultaneously complies with the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 distributionprevious two sentences. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The holders (a) No Loan Party will declare or pay any dividends or make any distributions on its Capital Stock (other than dividends or distributions payable in its own common stock) or redeem, repurchase or otherwise acquire or retire any of record its Capital Stock at any time outstanding, except that (x) any Subsidiary may declare and pay dividends or make distributions to the Borrower or PHI or to a Wholly-Owned Subsidiary of the Borrower or PHI, (y) so long as no Default or Unmatured Default then exists or would result therefrom, if the Parent qualifies as a partnership for U.S. federal income tax purposes, it may pay dividends or make distributions to its shareholders in an aggregate amount not greater than the amount necessary for such shareholders to pay their actual state and U.S. federal income tax liabilities in respect of income allocated to such shareholders by the Parent and (z) so long as no Default or Unmatured Default then exists or would result therefrom, the Borrower, PHI, Star Acquisitions, Inc. and their respective Subsidiaries may pay dividends or make distributions to the Parent in an aggregate amount not to exceed $10,000,000 per Fiscal Year solely to enable the Parent to pay, as the same becomes due and payable, its overhead expenses and any legal, accounting and other professional fees and expenses it may incur. Notwithstanding the foregoing, any Loan Party may make any dividends or distributions to its respective parent company (and the Parent may make any dividends or distributions to its equity owners) or redeem, repurchase or otherwise acquire or retire any of its Capital Stock so long as (x) after giving pro forma effect thereto, Availability (with any Suppressed Availability being included in each calculation of Availability pursuant to this clause (x)) was not less than 15% of the Aggregate Revolving Commitment for any period of three consecutive days during the six-month period ending on the Series B Dividend Record Date (as defined below) date on which such dividends, distributions, redemptions, repurchases or other acquisitions or retirements of its Capital Stock were made and is not projected to be less than 15% of the outstanding Series B Preferred Stock shall be entitled to receive Aggregate Revolving Commitment during the six-month period immediately after the date on which such dividends, as and when declared distributions, redemptions, repurchases or other acquisitions or retirements of its Capital Stock are made (with such projected Availability to be determined by reference to the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock average projected Availability on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder last day of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect the relevant six months) and (y) the Fixed Charge Coverage Ratio is not less than 1.15 to each share of Series B Preferred Stock. Each 1.00 after giving pro forma effect to such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or distributions as if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be distributions were paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share first day of Series B Preferred Stock from the date of such share's issuancerelevant period; provided, however, that dividends shall cease (1) no Default or Unmatured Default then exists or would result therefrom and (2) the Borrower Representative has delivered a certificate of an Authorized Officer attesting 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 B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date matters set forth in clauses (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors x) and (a "Series B Dividend Record Date"). Except y) above and showing in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodreasonable detail all calculations with respect thereto. b. Subject to (b) No Loan Party shall directly or indirectly enter into or become bound by any rights of Senior Securitiesagreement, no dividends instrument, indenture or other distributions shall be made obligation (other than this Agreement and the other Loan Documents) that could directly or indirectly restrict, prohibit or require the consent of any Person with respect to the Common Stock unless at payment of dividends or distributions or the same time making or repayment of intercompany loans by a dividend Subsidiary of the Borrower or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal PHI to the amount paid with respect to a share of Common Stock Borrower or PHI, as though the holders of the Series 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 distributionapplicable. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The (A) Subject to the preferential rights of holders of record any class or series of shares of stock of the Corporation ranking senior to the Class N Preferred Stock 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, out of funds of the Corporation legally available for the payment of quarterly, cumulative preferential cash dividends, an amount per share equal to 7.25% of the Liquidation Preference per annum (equivalent to a fixed annual amount of $3,625.00 per share), payable in equal amounts of $906.25 per share of Class N Preferred Stock quarterly. (B) Dividends on the Series B 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 January 15, April 15, July 15 and October 15 of each year or, if not a Business Day, the next succeeding Business Day commencing [●]4 (each, a “Dividend Payment Date”), and no interest or additional dividends or other sums shall accrue on the amount so payable from such date to such next succeeding Business Day. Any dividend payable on the Class N Preferred Stock for any partial dividend period that ends prior to a Dividend Payment Date will be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to Holders as they appear in the share records of the 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 other date designated by the Board that is not more than 30 nor less than 10 days 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 (as defined below) 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 regardless of the outstanding Series B date on which such share of Class N Preferred Stock was actually issued. As used herein, 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 entitled to receive dividends, as and when declared or paid or set apart for payment by the Board if such declaration, payment or setting apart for payment would violate any agreement of Directors out of the Corporation or is restricted or prohibited by law. (D) Notwithstanding the foregoing Section 5(C), dividends on the Class N Preferred Stock will accrue whether or not the Corporation has earnings, whether or not there are funds legally available thereforfor the payment of such dividends and whether or not such dividends are declared. Record Accrued but unpaid dividends on the Class N Preferred Stock will not bear interest 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. Any dividend payment made on the Class N Preferred Stock shall first be credited against the earliest accumulated but unpaid dividend due with respect to such shares that remains payable. (E) If, for any taxable year, the Corporation elects to designate as “capital gain dividends” (as defined in Section 857 of the 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 Series B 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 to be included in its shareholders’ 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 distributions (other than a dividend or distribution payable solely in Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock) and cash in lieu of fractional shares) will be declared, made or paid or set apart for payment on 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 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, all dividends declared upon the 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 (which 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 close of business on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional receive the dividend payment on their shares of Series B 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 rate option of six percent (6%) per annum, resulting in a Holder pursuant to Section 7 during the holder period between the close of each share business on any Dividend Record Date and the close of Series B Preferred receiving a 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 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 such shares on that Dividend Payment Date") . A Holder on a Dividend Record Date that surrenders (or if such date is not a business day, whose transferee surrenders) any shares for conversion on the dividends due on such Series B Dividend-in-Kind corresponding Dividend Payment Date shall be paid on receive 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 B Preferred Stock shall be dividend payable to holders of record as they appear on the stock register of by the Corporation on such record shares of Class N Preferred Stock on that date, and the converting Holder need not less than 15 nor more than 60 days preceding a dividend include payment date (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 a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date amount of such event), no dividends shall be payable on the Series B dividend upon surrender of its shares of Class N Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securitiesconversion. Except as provided in Section 8 and Section 11, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on converted Class N Preferred Stock or for dividends or other distributions shall be made with respect to on the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 distributionissued upon conversion. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The (i) Subject to the rights of the holders of record any other series of Preferred Stock ranking senior to or on a parity with the Series B Dividend Record Date (as defined below) A Preferred Stock with respect to dividends and any other class or series of capital stock of the outstanding Corporation ranking senior to or on a parity with the Series B 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 dividendsreceive, when 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 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 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 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 applicable 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), at the Corporation's option and in its sole discretion, out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year therefor (A) in additional cash, (B) in shares of Series B Preferred Stock at the rate of six percent (6%) per annumCommon Stock, resulting in the holder of each share of Series 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 B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (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 a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares to be distributed as a dividend to each holder 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 A Preferred Stock shall be entitled equal to a proportionate the cash amount of such dividend payable to such holder on such dividend payment date divided by the average quote per share of Common Stock reported by OTC Bulletin Board or any other stock exchange on which the Common Stock is traded, as determined by the Company (the "Per Share Market Value") for the fifteen (15) trading days immediately preceding such distribution as though dividend payment date, or (C) in any combination of cash and shares of Common Stock that the holders of the Series B Preferred Stock were the holders of Corporation may determine in its sole discretion, with the number of shares of Common Stock of to be distributed in connection therewith to be calculated on the Corporation into which their respective basis set forth in Section 6(a)(iii)(B). (iv) No fractional shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders 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 same holder at the time of any dividend payment date, the number of full shares of Common Stock issuable upon payment of such dividends shall be computed on the basis of the aggregate dividend amount that the Corporation entitled has determined to receive pay in Common Stock shares. Instead of any fractional shares of Common Stock which would otherwise be issuable upon payment of such distributiondividends, the Corporation shall pay out of funds legally available therefor a cash adjustment in respect of such fractional interest, rounded to the nearest one hundredth (1/100th) of a share, in an amount equal to that fractional interest of the average Per Share Market Value for the fifteen (15) trading days immediately preceding such dividend payment date, rounded to the nearest cent ($.01).

Dividends. a. The holders (a) Holders of record shares of outstanding Series I Preferred Stock shall be entitled to receive, out of funds of the Corporation legally available therefor, dividends at the annual rate of 8.0% per share on the Series B Original Purchase Price (the “Dividend Record Rate”). Dividends shall be declared by the Corporation and paid in arrears on each Dividend Payment Date (as defined below) of commencing on March 15, 2009 for the outstanding Series B Preferred Stock Dividend Period ending immediately prior to such Dividend Payment Date. Such dividends shall be entitled payable to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record record holders of Series B I Preferred Stock on a Series B the record date on which such dividends are declared (notwithstanding any transfer or other disposition after such record date and prior to the Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series 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 ). If a Dividend Payment Date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall payment will be paid made on the next succeeding business day, without any interest or other payment in lieu of interest accruing with respect to this delay. Subject to Section 3(e) beginning on January 15below, 2001all such dividends shall 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 issuance of the Series I Preferred Stock (the “Issue Date”), whether or not in any Dividend Period(s) there shall have been funds of the Corporation legally available for the payment of such dividends. Such Notwithstanding the foregoing, such dividends shall be cumulative 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 accrue on each share be paid promptly as assets become legally available therefore. Any partial payment of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease otherwise required to accrue be paid on a share of Series B Preferred Stock following such share's redemption or conversion, as Dividend Payment Date will be made pro rata among the case may be. Dividends on the Series B Preferred Stock shall be payable to applicable record holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (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 a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B I Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which based on their respective shares holdings 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 distributionshares. c. In the event the Corporation (i) The term “Dividend Payment Date” shall declare a distribution payable in securities mean September 15th and March 15th of other personseach year, evidences of indebtedness issued by the Corporation or other personsbeginning with March 15, 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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 distribution2009.

Dividends. a. (a) The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock Holders shall be entitled to receive dividendsreceive, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting dividends in the holder of each same amount per share of Series 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 as dividends due on such Series B Dividend-in-Kind Payment Date shall be are 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 B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (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 a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares (treating each share of Series B A Preferred Stock in an amount as being equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares each such share of Series B A Preferred Stock are convertible could be converted pursuant to the provisions of Article 6 hereof, with such number determined as of the record date fixed for the determination of the holders Holders of Common Stock of the Corporation entitled to receive such distributiondividend). 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 dividendsb) or options or rights to purchase As long as any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders shares of the Series B A Preferred Stock are Outstanding, no dividends shall be entitled declared or paid or set apart for payment on Pari Passu Securities for any period unless dividends in the same amount per share as dividends are paid with respect to the Series A Preferred Stock 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 declared and a proportionate share of sum sufficient for the payment thereof set apart for such payment on the Series A Preferred Stock. (c) As long as any such distribution as though the holders shares of the Series B A Preferred Stock were are outstanding, no dividends shall be declared or paid or set apart for payment or other distribution declared or made upon Junior Securities (other than the holders of the number 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 Corporation into which their respective 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 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 B A Preferred Stock, any Pari Passu Securities and the Common Stock (with the Series A Preferred Stock are convertible as of being treated along with the record date fixed for the determination of the holders of Common Stock in accordance with the requirements of the Corporation entitled to receive such distributionSection 4.1(a)).

Dividends. a. The Holders of the Series A Preferred, in preference to the holders of record on the Common Stock and pari passu with the holders of Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock Preferred, shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors of the Corporation (the “Board”), but only out of funds that are legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock , cash dividends at the rate of six percent (6%) of the Series A Original Issue Price (as defined below) per annumannum on each outstanding share of Series A Preferred (as adjusted for any stock dividends, resulting combinations, splits, recapitalizations and the like with respect to such shares after the filing date hereof), compounded annually. The “Series A Original Issue Price” of the Series A Preferred shall be one dollar ($1.00) per share, subject to appropriate adjustment in the holder 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. 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 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 receiving a dividend (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 0.06 additional shares of the Series B Preferred Stock with respect shall be $3.2481 per share, subject to each share appropriate adjustment in the event of any Recapitalization Event affecting the Series B Preferred StockPreferred. Each such dividend The dividends described in this Section 1(a) shall accrue from day to day, whether or not declared, and 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 issuancecumulative; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, except as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (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 set forth in the case following sentence of a redemption under this Section 4 1(a) or mandatory conversion under Section 6(c)in Sections 3(b) and 5, below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable only when, as, and if declared by the Board and the Corporation shall be under no obligation to pay such dividends. 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 A Preferred 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 previously paid. In the event that a dividend is to be paid on the Series A Preferred and Series B Preferred Stock for any partial dividend period. b. Subject to any rights in an amount less than the aggregate amount of Senior Securitiesaccrued but unpaid dividends, no such dividends or other distributions shall be made with respect to allocated pro rata among the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B A Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the and Series B Preferred Stock were the holders of based upon the number of shares of on an as-converted to 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 distributionbasis. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The holders Certificate of record Designations executed in connection with the Securities will provide that in the event that either (a) the Shelf Registration Statement is not filed with the Commission on or prior to the Series B Dividend Record Date (as defined below) 90th calendar day following the date of the outstanding Series B Preferred Stock original issue of the Securities or (b) the Shelf Registration Statement is not declared effective on or prior to the 180th calendar day following the date of original issue of the Securities (such event referred to above, a "Registration Default"), the dividend rate for the Securities shall be entitled to receive dividends, as and when declared increased ("Additional Dividends") by the Board one-quarter of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (60.25%) per annum upon the occurrence of each Registration Default, which rate will increase by one quarter of one percent (0.25%) each 90-day period that such Additional Dividends continues to accrue under any such circumstance, provided that the maximum aggregate increase in the dividend rate will in no event exceed one percent (1%) per annum. Following the cure of all Registration Defaults the accrual of Additional Dividends will cease and the dividend rate will revert to the original rate. If the Shelf Registration Statement is unusable by the Holders for any reason, resulting and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable exceeds 30 days in the holder aggregate, then the dividend rate for the Securities will be increased by 0.25% per annum of the liquidation preference of the Securities for the first 90-day period (or portion thereof) beginning on the 31st such date that such Shelf Registration Statement ceases to be usable, which rate shall be increased by an additional 0.25% per annum of the liquidation preference of the Securities at the beginning of each share subsequent 90-day period, provided that the maximum aggregate increase in the dividend rate will in no event exceed one percent (1%) per annum. Any amounts payable under this paragraph shall also be deemed "Additional Dividends" for purposes of Series B Preferred receiving a this Agreement. Upon the Shelf Registration Statement once again becoming usable, the dividend rate for the Securities will be reduced to the original dividend rate if the Company is otherwise in compliance with this Agreement at such time. Additional Dividends shall be computed based on the actual number of 0.06 additional shares days elapsed in each 90-day period in which the Shelf Registration Statement is unusable. The Company shall notify the Transfer Agent within three business days after each and every date on which an event occurs in respect of Series B Preferred Stock which Additional Dividends are required to be paid (an "Event Date"). Additional Dividends shall be paid by depositing with respect the Transfer Agent, in trust, for the benefit of the Holders of Registrable Securities, on or before the applicable quarterly dividend payment date, immediately available funds in sums sufficient to each share of Series B Preferred Stockpay the Additional Dividends then due. Each such dividend The Additional Dividends due shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such dividend payment date is not a business day, to the dividends due on such Series B Dividend-in-Kind Payment Date shall record Holder of Securities entitled to receive the dividend payment to be paid on such date as set forth in the next succeeding business day) beginning on January 15, 2001Certificate of Designations. Such dividends Each obligation to pay Additional 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 deemed to accrue on a share of Series B Preferred Stock from and including the day following such share's redemption or conversion, as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment applicable Event Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B PIK Preferred Stock shall be entitled to receive dividendswhen, as and when if declared by the Corporation's Board of Directors Directors, out of funds legally available therefor. Record holders , cumulative dividends payable on the shares of Series B the PIK Preferred Stock for each quarterly dividend period (a "Quarterly Dividend Period"), which Quarterly Dividend Periods shall commence on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable March 15, June 15, September 15 and December 15 of each year in additional shares and shall end on and include the day next preceding the first day of Series B Preferred Stock the next Quarterly Dividend Period, at the a rate of six percent (6%) 8% per annum, resulting compounded annually, in respect of the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred StockLiquidation Preference (as defined in Section 5(a)). Each All such dividend dividends shall be payable on or about March 15, June 15, September 15 and December 15 of each January 15 year (each, a "Series B Dividend-in-Kind Dividend Payment Date") (or if such date is not a business day), commencing on the dividends due on such Series B Dividend-in-Kind Dividend Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001the date of issuance of the Preferred Stock. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from paid to 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 B Preferred Stock shall be payable to holders of record as they appear at the close of business on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), as shall be fixed specified by the Board of Directors at the time such dividend is declared, which date shall not be more than 50 or less than 10 days prior to the applicable Dividend Payment Date. The Corporation may, at its option, pay that portion of such dividends through the issuance of that number of additional shares of the PIK Preferred Stock having an aggregate Liquidation Preference equal to the aggregate dollar amount of dividends to be paid on such Dividend Payment Date multiplied by the Permitted Portion (as defined in Section 7). Dividends accrue from the date of issuance, shall accrue on a daily basis without regard to the occurrence of a Dividend Payment Date or the declaration of any dividend, and will accumulate until paid in cash or additional shares of the PIK Preferred Stock. In the event that a dividend is not declared on any Dividend Payment Date (the "Series B Dividend Record Contemplated Date"), such dividend must be declared on the first subsequent Dividend Payment Date on which a dividend is declared and will accumulate from the Contemplated Date. Except in the case No fractional shares of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends PIK Preferred Stock shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securitiesissued, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of so that the number of shares permitted to be paid as a dividend pursuant to this Section 3 shall be rounded to the nearest whole number of Common Stock of the Corporation into which their respective shares. All dividends paid in additional 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 PIK Preferred Stock shall be entitled to a proportionate share deemed issued on the applicable Dividend Payment Date, and will thereupon be duly authorized, validly issued, fully paid and nonassessable and free and clear of any such distribution as though the holders of the Series 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 distributionall liens and charges.

Dividends. a. (a) The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividendsdividends (the "Preferred Dividend") payable in cash at the rate of $10.00 per share per annum or such rate as modified under Section 2(b) herein (the "Dividend Rate") on a cumulative basis from the actual date of original issue of each share of Preferred Stock (the "Original Issue Date"), as whether or not declared, out of funds legally available therefor, payable quarterly in arrears on the first day of each February, May, August, and when November in each year (each a "Dividend Payment Date"). Payments shall commence on the first such date to occur after the Original Issue Date. Each such Preferred Dividend shall be payable to the holders of record of the Preferred Stock at the close of business on the preceding December 31, March 31, June 30, and September 30, respectively. Each dividend shall be declared by the Board of Directors out no more than fifteen (15) days prior to its respective record date. Payments shall equal $2.50 per share on each Dividend Payment Date or such lesser amount as shall result from any proration in respect of funds legally available thereforany partial quarterly period. Record holders The amount of Series B Preferred Stock on a Series B Dividend Record Date Dividends payable upon the occurrence of any event described in Sections 3, 5 or 7 hereof shall be entitled computed by multiplying the applicable Dividend Rate by a fraction, the numerator of which shall be the number of days since the preceding Dividend Payment Date to one dividend-in-kind payable each year in additional shares the date of Series B payment of such partial Preferred Stock at Dividend and the rate denominator of six percent which shall be 360. (6%b) Beginning on the fifth anniversary of the Original Issue Date, the Dividend Rate shall be adjusted by increasing the Dividend Rate to $20.00 per share per annum, resulting in with the holder quarterly Preferred Dividend being increased to $5.00 per share. (c) So long as any of each share of Series B Preferred receiving a dividend of 0.06 additional the 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 B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (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 a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event)are outstanding, no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no (other than dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding in shares of Series B Preferred Stock in an amount equal or options, warrants or rights to the amount paid with respect to a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of subscribe for or purchase 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 Stock) shall be declared or paid or set apart 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 payment by the Corporation or other persons, assets (excluding distribution of cash dividends) or options other property declared or rights to purchase made directly or indirectly by the Corporation or any such securities affiliate or evidences any person acting on behalf of indebtedness, then, subject the Corporation or any of its affiliates with respect to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock or other capital stock over which the Preferred Stock has preference or priority in the payments of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation into which their respective ("Junior Stock"), nor shall any shares of Series B Preferred Junior Stock are convertible as of the record date fixed for the determination of the holders be redeemed, purchased or otherwise acquired (other than a (i) purchase or other acquisition of Common Stock made for purposes of any employee incentive or benefit plan of the Corporation entitled or any subsidiary or (ii) the purchase of up to receive 125,000 shares of Common Stock (as adjusted for stock splits or stock dividends) pursuant to the "Put Option" contained in the Asset Purchase Agreement dated as of December 3, 1997, by and among the Corporation and the parties thereto) for any consideration (or any moneys be paid to or made available for a sinking-fund for the redemption of any shares of any such distributionstock) directly or indirectly by the Corporation or any affiliate or any person acting on behalf of the Corporation or any of its affiliates (except by conversion into or exchange for Junior Stock), nor shall any other cash or other property otherwise be paid or distributed to or for the benefit of any holder of shares of Junior Stock in respect thereof, directly or indirectly, by the Corporation or any affiliate or any person acting on behalf of the Corporation or any of its affiliates unless in each case (x) the full Preferred Dividends (including all accumulated, accrued and unpaid dividends) on all outstanding shares of Preferred Stock shall have been paid or such dividends have been declared and set apart for payment for the current dividend periods with respect to the Preferred Stock and (y) sufficient funds shall have been paid or set apart for the payment of the full Preferred Dividend for the current dividend period with respect to the Preferred Stock. (d) If and whenever a quarterly Preferred Dividend is not paid on a Dividend Payment Date (whether or not declared), then the amount of such Preferred Dividend remaining in arrears and unpaid from time to time shall bear interest from such Dividend Payment Date until the date it is paid in full at an annual rate equal to ten percent (10%). Interest payable in respect of Preferred Dividends which are in arrears shall be computed on the basis of twelve (12) 30 - day months and a 360-day year. No payment shall be applied to the Preferred Dividend due on a Dividend Payment Date unless and until all arrears, including interest thereon, with respect to accumulated, accrued but unpaid Preferred Dividends shall have been paid.

Dividends. a. A. The holders of record on the shares of Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be entitled to receive dividends, out of any assets legally available therefore, prior to, and in preference to, any declaration or payment of any dividend on the Common Stock of this Company, at a per share rate equal to six percent per annum of the amount of the Stated Value of the Series A Preferred Stock, which is payable upon conversion (including upon Redemption and Automatic Conversion) as set forth below. Dividends shall begin to accrue as of the Issuance Date and are based upon a 360 calendar day year. Any dividends payable pursuant to the provisions of this paragraph shall, at the Company's option, be payable in cash, or shares of Common Stock subject to an effective registration statement within five Business Days of when declared due. The number of shares of Common Stock to be issued by the Board Company in lieu of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date cash payment for dividends due as set forth herein shall be entitled equal to one dividend-in-kind payable each year in additional the number of shares of Series B Preferred Common Stock at resulting from dividing the rate dollar amount of six percent dividends owed by the Closing Bid Price of the Common Stock (6%as defined below) per annum, resulting in on such date as the holder of each share of Series 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 dividends are payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business dayTrading Day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on then the next succeeding business day) beginning on January 15, 2001Trading Day immediately thereafter). 2 B. Such dividends shall be cumulative and shall accrue on each share of Series B A Preferred Stock from the date of such share's issuance; providedIssuance Date, however, that and shall accrue from day to day whether or not earned or declared. Such dividends shall cease to accrue on be cumulative so that if such dividends in respect of any previous or current annual dividend period, at the annual rate specified above, shall not have been paid or declared and a share of sum sufficient for the payment thereof set apart, for all Series B A Preferred Stock following such share's redemption at the time outstanding, the deficiency shall first be fully paid before any dividend or conversion, as other distribution shall be paid on or declared or set apart for the case may beSeries A Preferred Stock or Common Stock. Dividends on the Series B A Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividendnon-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue participating and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 A Preferred Stock shall not be entitled to a proportionate share of participate in any such distribution as though other dividends beyond the holders of the Series 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 distributioncumulative dividends specified herein.

Dividends. a. The holders of record on (a) In the Series B Dividend Record event that the Closing Date (as defined below) is to occur prior to the end of the outstanding Series B Preferred Stock shall be entitled to receive dividends, as and when declared by then current dividend period of the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series 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 Company 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 conversionParent, as the case may be. Dividends on , then each of the Series B Preferred Stock Company and Parent shall be payable declare a dividend to the respective holders of record as they appear on Company Common Stock and Parent Common Shares, the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend and payment date (including a Series B Dividend-in-Kind Payment Dateto the extent practicable), as for which shall be fixed the close of business on the last Business Day prior to the Closing Date (the “Closing Dividend Date”), in each case, subject to funds being legally available therefor. (b) The per share dividend amount payable by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made Company with respect to the shares of Company Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in shall be an amount equal to the Company Common Quarterly Dividend, multiplied by a fraction, the numerator of which is the number of days lapsed from the first day of the then current dividend period through and including the Closing Dividend Date, and the denominator of which is the actual number of days in the calendar quarter in which such dividend is declared (c) The per share dividend amount paid payable by Parent with respect to the Parent Common Shares shall be an amount equal to the Parent Common Quarterly Dividend, multiplied by a share fraction, the numerator of Common Stock as though the holders of the Series B Preferred Stock were the holders of which is the number of days lapsed from the first day of the then current dividend period through and including the Closing Dividend Date, and the denominator of which is the actual number of days in the calendar quarter in which such dividend is declared. (d) The Company LP or Parent LP, as the case may be, may make a distribution with respect to its partnership units in order to distribute funds sufficient for the foregoing dividend. (e) Notwithstanding the foregoing, any dividend with respect to the shares of Common Stock of the Corporation into which their respective shares of Company 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 A Preferred Stock shall be entitled made in accordance with the terms of such Company Series A Preferred Stock as set forth in the Company Charter; provided, however, if the Closing Date shall occur following a Dividend Period but prior to a proportionate share of any such distribution Dividend Payment Date (in each case as though defined in the Company Charter with regard to the Company Series A Preferred Stock) then the Company shall declare a dividend to the respective holders of the Company Series B A Preferred Stock were the holders as of end of the number prior Dividend Period and the payment date (to the extent practicable) shall be the close of shares of Common Stock of business on the Corporation into which their respective shares of last Business Day prior to the Closing Date (the “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 A Closing Dividend Date”), subject to receive such distributionfunds being legally available therefor.

Dividends. a. The holders of record (a) Commencing on the Series B Dividend Record Original Issuance Date (as defined in Section 9 below) of the outstanding ), cumulative dividends (“Series B Preferred Stock shall be entitled to receive dividends, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%Dividends”) per annum, resulting in the holder of each share of Series 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 Stock, at the rate of $0.0054 per annum (accrued daily, from but not including 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, next preceding Dividend Payment Date (as the case may be. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date defined in Section 2 (including a Series B Dividend-in-Kind Payment Dateb) below), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except or, in the case of the first Dividend Payment Date, from the Original Issuance Date, to and including the respective Dividend Payment Date, on a redemption under Section 4 or mandatory conversion under Section 6(c30/360 basis), below . (in which case dividends shall accrue and be paid through the date of such event), no dividends b) The Series B Dividends shall be payable annually, with the first payment due on July1,2012“Dividend Payment Date”), or if such day is not a Business Day (as defined in Section 9 below), on the next succeeding Business Day and on the Business Day immediately preceding the Mandatory Conversion Date (as defined in Section 7 below). Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions Dividends shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding payable only in shares of Series B Preferred Stock in an amount equal to the amount paid with respect to (a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective “PIK Dividend”). Fractional shares of Series B Preferred Stock are convertible as may be issued in connection with any PIK Dividend so that exact payment can be made to each holder 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 of all accrued and unpaid dividends that are payable on any Dividend Payment Date in respect of such holder’s shares of Series B Preferred Stock, provided that any such fractional shares shall be entitled rounded to the nearest one-hundredth of a proportionate share share. All shares (including any fractional shares) of any such distribution as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective issued pursuant to a PIK Dividend will thereupon be duly authorized, validly issued, fully paid and non-assessable. Dividends with respect to such additional shares of Series B Preferred Stock issued as a PIK Dividend shall (a) be due and payable on each Dividend Payment Date following the payment date on which such PIK Dividend was declared (or accrued, if not declared and paid on a Dividend Payment Date) and (b) accrue at the rate set forth in this Section 2 commencing on the day immediately following the Dividend Payment Date on which such PIK Dividends were due and payable (regardless of whether the PIK Dividend was declared or whether the shares of Series B Preferred Stock constituting the PIK Dividends were actually issued).The Series B Dividends shall accrue and accumulate whether or not they have been declared and whether or not there are convertible as of the record date fixed for the determination of the holders of Common Stock profits, surplus or other funds of the Corporation entitled to receive such distributionlegally available for the payment of dividends. (c) Series B Dividends shall be declared and paid pro rata per share.

Dividends. a. The holders Holders of record on the shares of Series B Dividend Record Date (as defined below) of the outstanding Series B A Convertible Preferred Stock shall be entitled to receive dividendsreceive, as and when declared by the Board of Directors Directors, out of funds and assets of the Company legally available therefor. Record holders therefore, an annual dividend (calculated on the basis of the redemption price of $10.00 per share of Series B A Convertible Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares Stock) of Series B Preferred Stock at the rate of six percent seven (67%) percent per annum, resulting payable quarterly on or before April 20th, July 20, October 20th, and January 20th for the calendar quarters ended March 31, June 30, September 30 and December 31, respectively, to stockholders of record on the respective record dates (which shall be the twentieth (20th) day of the last month for the quarter just ended. At the option of the Company, any dividends on the Series A Convertible Preferred Stock may be paid either in the holder of cash or in kind and if paid in kind each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B A Convertible Preferred Stock with respect to each be received shall be valued at $10.00 per share for purposes of such dividend payment. No fractional shares shall be issued for dividends paid in kind and such dividends to be paid to any shareholder shall be rounded up to the next whole share of Series B A Convertible 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 Dividends on each share of the Series B A Convertible Preferred Stock shall accrue and be cumulative 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 B Preferred Stock issue and shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (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 a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made appropriately prorated with respect to the period between such date of issue and the first dividend payment date. Accumulations of unpaid dividends shall not bear interest. So long as any shares of Series A Convertible Preferred Stock are outstanding, the Company shall not declare and pay or set apart for payment any dividends or make any other distribution on the Common Stock and shall not redeem, retire, purchase or otherwise acquire, any shares of Common Stock or Preferred Stock ranking inferior to the Series A Convertible Preferred Stock, without the approval of a majority of the holders of the Series A Convertible Preferred Stock or unless at the same time a dividend of making such declaration, payment, distribution, redemption, retirement, purchase or distribution is paid with respect to acquisition dividends on all outstanding shares of Series B A Convertible Preferred Stock in an amount equal for all past quarterly dividend periods shall have been paid or declared and sufficient funds set apart for the payment thereof. If at any time the Company issues any rights, securities or other property pro rata to the amount paid with respect to a share record holders of any class of Common Stock as though the holders Stock, then each holder of the Series B A Convertible Preferred Stock were shall be entitled to acquire, upon the holders of terms applicable to such rights, the aggregate rights, securities or property which such holder could have acquired if such holder had held the number of shares of Common Stock acquirable upon complete conversion of the Corporation into which their respective shares of such holder’s Series B A Convertible Preferred Stock are convertible as of immediately before the date on which a record date fixed for the determination of the is taken to determine 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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 grant, issue or sale of the holders of Common Stock of the Corporation entitled to receive such distributionPurchase Rights.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Senior Preferred Stock Shares shall be entitled to receive dividendsif, as and when declared by the Board of Directors out of funds legally available therefor. Record holders monies of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled the Corporation properly applicable to one dividend-in-kind payable each year in additional shares the payment of Series B Preferred Stock dividends, cumulative preferential dividends at the rate of six percent (6%i) 7% per annumannum on the Liquidation Value until a Performance Failure and (ii) 8.5% per annum on the Liquidation Value after a Performance Failure and while such Performance Failure is continuing, resulting in priority to the holder declaration or payment of each share dividends or other distributions on the Common Shares, the Voting Participating Preferred Shares, the Non-Voting Participating Preferred Shares, the Redeemable Common Shares, the Redeemable Non-Voting Participating Preferred Shares, the Director Voting Preferred Shares or any other class of Series B shares which ranks junior to the Senior Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock Shares with respect to each share of Series B Preferred Stockdividends. Each All 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 amounts shall be paid annually on October 31 of each year to 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 B Preferred Stock shall be payable to holders of record the Senior Preferred Shares as they appear on in the stock share register of the Corporation on the tenth day prior to each such record date, and shall be pro-rated, if applicable for (i) the number of days in which the Senior Preferred Shares shall be outstanding in any year, in relation to the actual number of days in such year, and (ii) the number of days in any year in which a Performance Failure shall not less have occurred or be continuing, and the number of days in such year in which a Performance Failure shall have occurred and been continuing, in each case in relation to the actual number of days in such year. The holders of the Senior Preferred Shares shall not be entitled to any dividends other than 15 nor more than 60 days preceding a or in excess of the cumulative dividends provided for in this clause. The Annual Dividend Amount (i) shall be paid in cash, if such amount may be paid in cash on the dividend payment date under the terms of the agreements or instruments governing the Acquisition Debt, without recourse to any provision of such agreements or instruments providing for a fixed or calculated amount available for such purposes and other purposes (including a Series B Dividend-in-Kind Payment Date), without limitation the Applicable Amount as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except defined in the case Senior Secured Credit Facilities (each such provision a “basket provision” provided, that (a) for the avoidance of doubt, a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or basket provision does not include a covenant that requires compliance with a financial ratio other distributions shall be made than with respect to the Common Stock unless financial ratio in the Applicable Amount, and (b) a reduction in the “Restricted Payments Basket “ (as defined in the form of indenture for each of the senior exchange notes and the subordinate exchange notes attached to the Senior Bridge Loan Facility and the Senior Subordinate Bridge Facility, as applicable, forming part of the Acquisition Debt) in respect of cash dividend payments on the Senior Preferred Shares will not constitute recourse to a basket provision if the Company is otherwise in compliance with the financial ratio permitting cash dividend payments on the Senior Preferred Shares)) or (ii) may be paid in cash by utilizing any such basket provisions, if the Directors determine to utilize such basket provisions in order to pay all or part of such Annual Dividend Amount in cash. The Annual Dividend Amount, to the extent not paid in cash on the dividend payment date, shall be paid in additional Senior Preferred Shares (“PIK Shares”). Not later than thirty (30) days prior to any dividend payment date, the Directors shall determine whether the Corporation shall pay any portion or all of the Annual Dividend Amount in cash or in PIK Shares in accordance with the terms of the Acquisition Debt. If the Directors determine to pay any portion or all of any dividend in PIK Shares, the Corporation shall pay such portion of the Annual Dividend Amount in newly-issued Senior Preferred Shares, at the rate of one Senior Preferred Share per $1,000 of Annual Dividend Amount in respect of which the Directors have determined to pay such dividend in PIK Shares (rounded to the nearest whole Senior Preferred Share in respect of the aggregate dividend paid in PIK Shares to any registered holder of Senior Preferred Shares). Such Senior Preferred Shares shall be duly and validly issued as fully-paid and non-assessable, in the name of the registered holder of the Senior Preferred Shares on which such dividend is to be paid (according to the shareholder register of the Corporation) and certificates evidencing such Senior Preferred Shares shall be mailed to the address of such shareholders as set out in the shareholder register of the Corporation. On and after a dividend payment date, until certificates representing additional Senior Preferred Shares shall have been issued, the certificates representing such shares held by a holder on the dividend payment date shall represent not only such existing shares, but also the additional Senior Preferred Shares issued to such holder pursuant to such dividend. The Directors shall declare and the Corporation shall pay all dividends on the Senior Preferred Shares to the full extent that they are legally entitled to do so, and the Corporation shall not take any action solely to prevent it from being legally entitled to do so. If the Directors determine that any Annual Dividend Amount may not legally be declared, such Annual Dividend Amount, or the portion thereof which may not legally be declared, shall cumulate from the date on which such annual dividend should have been paid until such dividend is paid in full and at the same time a rate as is then otherwise payable on the Senior Preferred Shares, and shall be compounded annually. If the Directors determine to pay any portion or all of any dividend in cash, all such cash dividends shall be paid in the manner provided in By-law Number 1 of the Corporation. So long as any Senior Preferred Shares remain outstanding, the Corporation shall not pay or distribution is paid declare any dividend, or make any distribution, upon the Common Shares, the Voting Participating Preferred Shares, the Non-Voting Participating Preferred Shares, the Redeemable Common Shares, the Redeemable Non-Voting Participating Preferred Shares and the Director Voting Preferred Shares or the shares of any other class which ranks junior to the Senior Preferred Shares with respect to dividends unless and until all outstanding shares of Series B Preferred Stock accrued and unpaid dividends shall have been paid in an amount equal to the amount paid with cash or in PIK Shares in respect to a share of Common Stock as though the holders of the Series B Senior 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 distributionShares. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined belowa) of the outstanding Series B Preferred Stock Holders shall be entitled to receive dividendsreceive, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of , and the Corporation shall pay, cumulative dividends on the Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B D Preferred Stock at the rate per share (as a percentage of six percent the Stated Value per share) (as adjusted for any stock split, stock dividend, stock combination or other similar transactions with respect to the Series D Preferred Stock) of 6%) % per annum, resulting payable semi-annually in the holder of arrears commencing on March 31, 2006 and thereafter on each share of Series B Preferred receiving September 30 and March 31, except if such date is not a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each Trading Day, in which case 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 15Trading Day (each, 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“Dividend Payment Date”). Dividends on the Series B D Preferred Stock shall be payable to holders of record as they appear calculated on the stock register basis of a 360-day year, shall accrue daily commencing on the Original Issue Date, and shall be deemed to accrue from such date whether or not earned or declared and whether or not there are profits, surplus or other funds of the Corporation on such record datelegally available for the payment of dividends. (b) Subject to the conditions and limitations set forth below, not less than 15 nor more than 60 days preceding a dividend payment date the Corporation may pay required dividends (including a Series B Dividend-in-Kind i) in cash or (ii) in Common Stock. The Corporation must deliver written notice (the “Dividend Notice”) to the Holders indicating the manner in which it intends to pay dividends at least fifteen (15) Trading Days prior to each Dividend Payment Date), as but the Corporation may indicate in any such notice that the election contained therein shall continue for subsequent Dividend Payment Dates until revised. Failure to timely provide such written notice shall be fixed deemed an election by the Board Corporation to pay the dividend in cash. All dividends payable in respect of Directors (a "the Series B D Preferred Stock on any Dividend Record Date"). Except Payment Date must be paid in the case same manner. (c) Notwithstanding the foregoing, the Corporation may not pay dividends by issuing Common Stock unless, at such time, the Equity Conditions are satisfied (or waived in writing by the applicable Holder) with respect to such Common Stock dividend shares and all of the Underlying Shares then issuable upon conversion in full of all the outstanding Series D Preferred Stock. Further, notwithstanding any other provision of this Certificate of Designation, the Corporation shall not be entitled to pay dividends by issuing Common Stock unless the Company has obtained shareholder approval, if required, for the issuance in accordance with the applicable rules and regulations of the Eligible Market. (d) So long as any Series D Preferred Stock is outstanding, (i) neither the Corporation nor any Subsidiary shall, directly or indirectly, redeem, purchase or otherwise acquire any Junior Securities or set aside any monies for such a redemption under Section 4 redemption, purchase or mandatory conversion under Section 6(c)other acquisition, below (in which case dividends shall accrue and be paid through the date except for any redemptions or conversions of such event), no dividends shall be payable on the Series B C Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at of the same time a Corporation, and (ii) the Corporation shall not pay or declare any dividend or make any distribution is paid with respect to all outstanding on any Junior Securities, except pro rata stock dividends on the Common Stock payable in additional shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though and dividends due and paid in the holders ordinary course on preferred stock of the Series B Preferred Stock were Corporation, in each case only at such times as the holders Corporation is in compliance with its payment and other obligations hereunder. (e) In the event that the Corporation elects to pay dividends in shares of Common Stock, the number of shares of Common Stock of to be issued to each Holder as such dividend shall be (i) determined by dividing the Corporation into which their respective shares of Series B Preferred Stock are convertible total dividend then payable to such Holder by the Dividend Conversion Price (as defined below) as of the record date fixed for applicable Dividend Payment Date, and rounding up to the determination nearest whole share, and (ii) paid to such Holder in accordance with Section 3(f) below. The term “Dividend Conversion Price” shall mean 92.5% of the holders arithmetic average of the Volume Weighted Average Prices of Common Stock of for the Corporation entitled twenty (20) consecutive Trading Days immediately prior to receive the applicable Dividend Payment Date (not including such distribution. c. In the event the Corporation shall declare a distribution payable in securities of other personsdate), evidences of indebtedness issued by the Corporation as appropriately adjusted for any stock dividend, stock split, stock combination or other persons, assets (excluding cash dividends) or options or rights to purchase any similar transaction during 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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 distributionfive Trading Day period.

Dividends. a. The A. Except as set forth below, holders of record on the Series B Dividend Record Date (as defined below) of the outstanding C-11 Preferred Stock and Series B C-21 Preferred Stock shall be entitled to receive dividendsreceive, as and when declared by the Board Corporation shall pay, cumulative mandatory dividends at the rate per share of Directors out 15% of funds legally available therefor. Record holders of Series B Preferred Stock the Face Amount per annum, payable semi-annually on November 25 and May 25 beginning on the first such date after the applicable Original Issue Date (each such date, a Series B “Dividend Record Payment Date”) (if any Dividend Payment Date is not a Trading Day, the applicable payment shall be entitled to one dividend-in-kind due on the next succeeding Trading Day). Such dividends shall be payable each year in such number of additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B C-11 Preferred Stock with respect to each share of the Series B C-11 Preferred Stock and Series C-21 Preferred Stock with respect to the Series C-21 Preferred Stock. Each such dividend shall be payable on or about , in each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, case determined by dividing the amount of the cumulative dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on by 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 issuanceFace Amount; provided, however, that if funds are not legally available for the payment of dividends shall cease to accrue on the Series C-11 Preferred Stock or Series C-21 Preferred Stock, such dividends shall, effective on the close of business on a share Dividend Payment Date with respect to an unpaid dividend, accrete to, and increase, the Face Amount of the Series B C-11 Preferred Stock following such share's redemption or conversionSeries C-21 Preferred Stock, as the case may berespectively. Dividends on the Series B C-11 Preferred Stock and Series C-21 Preferred Stock shall be payable to holders of record as they appear calculated on the stock register basis of a 360-day year, consisting of twelve 30-day periods, shall accrue daily commencing on the applicable Original Issue Date, and, subject to the preceding sentence, shall be deemed to accrue from such applicable Original Issue Date whether or not earned or declared and whether or not there are profits, surplus or other funds of the Corporation on such legally available for the payment of dividends. The record date, not less than 15 nor more than 60 days preceding a dividend payment date for determining the holders of Series C-11 Preferred Stock and Series C-21 Preferred Stock entitled to dividends pursuant to this paragraph shall be the fifth (including a Series B Dividend-in-Kind 5th) Trading Day before the Dividend Payment Date). If any such cumulative dividends would result in the issuance of a fractional share of Series C-11 Preferred Stock or Series C-21 Preferred Stock, the Corporation shall issue a fractional share therefor, rounded to the nearest 1/1000th of a share. For the avoidance of doubt, (i) for purposes of any conversion or redemption of shares of Series C-11 Preferred Stock and Series C-21 Preferred Stock, any amount accreted to the Face Amount of such shares pursuant to this paragraph as of such conversion or redemption shall not be deemed accrued but unpaid dividends and (ii) in the event of a conversion or redemption that occurs between Dividend Payment Dates, dividends shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall deemed to accrue and be paid through the date of such event)conversion or redemption, no dividends shall be payable on the Series B Preferred Stock for any partial even if such accrual is less than a full semi-annual dividend period. b. Subject B. Shares of Series D-11 Preferred Stock and Series D-21Preferred Stock shall not entitle the holder thereof to receive any rights dividends. C. Notwithstanding the foregoing, shares of Senior SecuritiesSeries C-11 Preferred Stock and Series C-21 Preferred Stock shall not be entitled to receive any dividends under Article III.A. for the period from November 26, no dividends or other distributions 2010 through May 31, 2011 (the “No Dividend Period”) and shall be made not receive any cumulative mandatory dividend on May 25, 2011. Within three (3) Trading Days of the closing of the Initial Funding (as defined in the Asset Purchase Agreement), the Company will issue to each holder of Series C-11 Preferred Stock and Series C-21 Preferred Stock additional shares of Series C-11 Preferred Stock with respect to the Common Series C-11 Preferred Stock unless at the same time a dividend or distribution is paid and Series C-21 Preferred Stock with respect to all outstanding the Series C-21 Preferred Stock, in each case such number of shares determined by dividing the amount of the cumulative dividends that such holder would have received pursuant to Article III.A. during the No Dividend Period by the applicable Face Amount; provided, however, that if funds are not legally available for the payment of such dividends on the Series C-11 Preferred Stock and the Series C-21 Preferred Stock, such dividends shall, with respect to any unpaid amount, accrete to, and increase, the Face Amount of the Series C-11 Preferred Stock or Series C-21 Preferred Stock, respectively. In calculating the cumulative dividends that such holder would have received pursuant to Article III.A. during the No Dividend Period, the Company shall include the amount of any accrued but unpaid dividends on shares of the Company’s Series C-1 Preferred that are tendered to the Company in exchange for shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 distributionC-11 Preferred. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The Except in the case of distributions in a liquidation, dissolution or winding up of the affairs of the Corporation as provided for in Section 5 below, the holders of record on the each share of Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall be entitled to receive dividends, out of assets legally available, at the rate of $10.00 per share per annum payable solely in shares of Common Stock (in an amount equal to $10.00 divided by the Fair Market Value (defined below) of the Common Stock). Dividends of the Series A Preferred Stock shall be fully cumulative and shall accrue, without interest, from the date of the original issuance of the Series A Preferred Stock, and shall be payable quarterly, when and as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annumMarch 31, resulting in the holder June 30, September 30 and December 31 of each share of Series 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 year, commencing March 31, 2002, except if such date is not a business dayday then such dividend shall be payable on the first immediately succeeding business day (as used herein, the dividends due term "business day" shall mean any day except a Saturday, Sunday or day on which banking institutions are legally authorized to close in the City of New York). Each such Series B Dividend-in-Kind Payment Date dividend shall be paid on to 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 B Preferred Stock shall be payable to holders of record of shares of Series A Preferred Stock as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 exceeding 30 days preceding a dividend the payment date (including a Series B Dividend-in-Kind Payment Date)thereof, as shall be fixed by the Board of Directors (a "Series B Dividend Record Date")of the Corporation. Except in the case Dividends on account of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock arrears for any partial past dividend period. b. Subject periods may be declared and paid at any time, without reference to any rights regular dividend payment date, to holders of Senior Securitiesrecord on such date, no dividends or other distributions not exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of Directors of the Corporation. For purposes of this Section 2, "Fair Market Value" on any day shall be made with respect to mean (a) if the Common Stock unless at is listed or admitted for trading on a national securities exchange, the same time a dividend reported last sales price or, if no such reported sale occurs on such day, the average of the closing bid and asked prices on such day, in each case on the principal national securities exchange on which the Common Stock is listed or distribution admitted to trading, (b) if the Common Stock is paid with respect not listed or admitted to all outstanding shares trading on any national securities exchange, the average of Series B Preferred the closing bid and asked prices in the over-the-counter market on such day as reported by NASDAQ or any comparable system or, if not so reported, as reported by any New York Stock in an amount equal to Exchange member firm selected by the amount paid with respect to Corporation for such purpose or (c) if no such quotations are available on such day, the fair market value of a share of Common Stock on such day as though determined in good faith by the holders Board of Directors of the Series 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 distributionCorporation. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The holders Series B Preferred Stock shall rank senior in --------- preference to the Common Stock, and to any other capital stock of record on the Company ranking junior to the Series B Dividend Record Date (as defined Preferred Stock, with respect to dividends. Subject to the provisions below) , the holders of shares of the outstanding Series B Preferred Stock shall be entitled to receive dividendsreceive, when, as and when if declared by the Board of Directors out Directors, as legally available, cumulative cash dividends. The rate of funds dividends per share shall be expressed as a percentage of the Series B Stated Value in effect at the relevant time (as applicable, "Series B Dividend Rate") and shall be an annual rate equal to ten percent (10%) until the third anniversary of the date on which the shares of Series B Preferred Stock are originally issued (the "Original Issue Date"), and twenty percent (20%) thereafter. Such dividends on shares of Series B Preferred Stock shall be cumulative from the date such shares are issued, whether or not in any period the Company shall be legally available thereforpermitted to make the payment of such dividends and whether or not such dividends are declared. Record On each April 1, July 1, October 1, and January 1 after the Original Issue Date (as applicable, each a "Series B Dividend Payment Date"), cash dividends on the Series B Preferred Stock may be payable in full or in part at the discretion of the Company (on each Series B Dividend Payment Date on or prior to the third anniversary of the Original Issue Date). On each Series B Dividend Payment Date after the third anniversary of the Original Issue Date, cash dividends on the Series B Preferred Stock shall be payable in an amount equal to at least half of the dividend that accrues during each calendar quarter then-ended. If on any date of payment of dividends on the Series B Preferred Stock (including, without limitation, a Series B Dividend Payment Date), the Company does not also fully pay all then-accrued and unpaid dividends on the Series C Preferred Stock, then the total amount of cash to be paid to the holders of Series B Preferred Stock and Series C Preferred Stock shall be allocated between such series, pro-rata according to the relative amounts of then-accrued and unpaid dividends on each such series, and then payment among the holders of each series shall be made pro-rata according to the ownership of outstanding shares within such series. Cumulative dividends shall at all times accrue at a compounded rate equal to the then-applicable Series B Dividend Rate and shall accrue from and including the date of issuance of such shares to and including a Series B Dividend Record Date Payment Date. Such dividends shall accrue whether or not there shall be entitled (at the time such dividend becomes payable or at any other time) profits, surplus or other funds of the Company legally available for the payment of dividends. At all times prior to one dividend-in-kind payable each year in additional the third anniversary of the Original Issue Date, and at all times on or after the third anniversary of the Original Issue Date at which any dividends with respect to the Series B Preferred Stock have accrued but remain unpaid, absent the affirmative vote of the holders of a majority of the shares of Series B Preferred Stock at then outstanding, the rate Company shall not declare, pay or set apart for payment or make any distribution with respect to shares of six percent (6%) per annum, resulting in the holder Common Stock or any other capital stock of each share of the Company ranking junior to the Series B Preferred receiving a dividend Stock. The holders of 0.06 additional shares of Series B Preferred Stock with respect shall not be entitled to each share of Series B Preferred Stock. Each such in any dividend shall be payable or distribution that is properly declared, paid or set apart for payment on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (in respect of the Common Stock or if such date is not a business dayany other class of securities of the Company, including any dividends or other distributions payable in Common Stock or other securities of the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on Company, or warrants or rights to purchase Common Stock or other securities of 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 beCompany. Dividends on the Series B Preferred Stock shall be payable to holders of record as they appear calculated on the stock register basis of the Corporation on time elapsed from and including the date of issuance of such record date, not less than 15 nor more than 60 days preceding a dividend payment date (shares to and 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 Payment Date or on any final distribution date relating to conversion or redemption of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period. b. Subject or to any rights a dissolution, liquidation or winding up of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at Company. Dividends payable on the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to for any period of less than a full calendar quarter shall be prorated for the amount partial quarter on the basis of a 90-day quarter. To the extent dividends are not paid with respect to on a share of Common Stock as though the holders of the Series B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares Dividend Payment Date, all dividends that shall have accrued on each share of Series B Preferred Stock are convertible outstanding as of the record date fixed such Series B Dividend Payment Date shall, only for the determination purposes of the holders of Common Stock of the Corporation entitled calculating dividends thereon, be added 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 entitled to a proportionate Stated Value of such share of any such distribution as though the holders of the Series 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 and shall remain a part thereof until paid, and dividends shall accrue at the applicable Series B Dividend Rate and be paid on such share of Series B Preferred Stock on the basis of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distributionSeries B Stated Value, as so adjusted.

Dividends. a. (a) The holders of record on shares of the Series B Dividend Record Date (as defined below) of the outstanding Series B D Preferred Stock shall be entitled to receive dividendsreceive, as when and when if declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year , dividends in additional shares of Series B Preferred Stock at the rate of six percent (6%) an amount per annum, resulting in the holder of each share of Series B D Preferred receiving a dividend Stock equal to the dividends payable on the number of 0.06 additional shares of Series B Preferred Common Stock with respect to each into which one share of Series B D Preferred StockStock is then convertible, determined as of the date fixed for determining holders of shares of Common Stock entitled to receive such dividends. 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, in arrears to 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 B Preferred Stock shall be payable to holders of record of shares of the Series D Preferred Stock, as they appear on the stock register records of the Corporation at the close of business on such record datedates, not less than 15 nor more than 60 days preceding a dividend the payment date (including a Series B Dividend-in-Kind Payment Date)dates thereof, as shall be fixed by the Board of Directors Directors. (a "b) Except as provided in Section 5(a), holders of shares of Series B Dividend Record Date"). Except in the case of D Preferred Stock called for redemption on a redemption under Section 4 or mandatory conversion under Section 6(c), below date between a dividend payment record date and the dividend payment date shall not be entitled to receive the dividend payable on such dividend payment date. (in which case dividends shall accrue and be paid through c) So long as any shares of the date of such event)Series D Preferred Stock are outstanding, no dividends shall be payable declared or paid or set apart for payment on any class or series of stock of the Corporation ranking, as to dividends, junior to or on a parity with the Series D Preferred Stock, for any period, unless dividends declared and paid on the Common Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series D Preferred Stock in accordance with paragraph (a) of this Section (3). (d) So long as any shares of the Series D Preferred Stock are outstanding, no shares ranking junior to or on a parity with the Series D Preferred Stock shall be redeemed or purchased by the Corporation or any Subsidiary, except in accordance with Section (5) hereof and the corresponding sections of the Certificates of Designations for the Series A Preferred Stock, the Series B Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securitiesand the Series C Preferred Stock, no dividends or other distributions shall be made with respect to and the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders provisions of the Series B Preferred Stock were the holders Certificate of Incorporation 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 distributionCorporation. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The holders of record on (a) From and after the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock Issue Date, Holders shall be entitled to receive dividendsreceive, when, as and when if authorized and declared by the Board of Directors Directors, out of funds legally available therefor. Record holders of Series B Preferred Stock funds, on a Series B Dividend Record Date shall be entitled to one non-cumulative basis, cash dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting 's in the holder of each share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect amount determined as set forth in Section 4(c), and no more. (b) Subject to each share of Series B Preferred Stock. Each such dividend Section 4(a), dividends shall be payable quarterly in arrears on or about January 15, April 15, July 15 and October 15 of each January 15 year (each, a "Series B Dividend-in-Kind Dividend Payment Date") commencing on October 15, 2012. Each dividend will be payable to Holders of record as they appear in the stock register of the Corporation at the close of business on the first day of the month, whether or not a Business Day, in which the relevant Dividend Payment Date occurs (each, a "Record Date"). Each period from and including a Dividend Payment Date (or if such the date of the issuance of the Series C Preferred Stock) to but excluding the following Dividend Payment Date is herein referred to as a "Dividend Period." (c) Dividends, if, when and as authorized and declared by the Board of Directors, will be payable, for each outstanding share of Series C Preferred Stock, at an annual rate of 8.750% on the $1,000 per share liquidation preference, subject to increase as provided in Section 13(a)(ii) and Section 19. Dividends payable for a Dividend Period will be computed on the basis of a 360-day year of twelve 30-day months. If a scheduled Dividend Payment Date falls on a day that is not a business dayBusiness Day, the dividends due on such Series B Dividend-in-Kind Payment Date shall dividend will be paid on the next succeeding business day) beginning Business Day as if it were paid on January 15the scheduled Dividend Payment Date, 2001. Such dividends shall be cumulative and shall no interest or other amount will accrue on each share the dividend so payable for the period from and after that Dividend Payment Date to the date the dividend is paid. No interest or sum of money in lieu of interest will be paid on any dividend payment on shares of Series B C Preferred Stock from paid later than the date of such share's issuance; provided, however, that dividends shall cease to accrue scheduled Dividend Payment Date. (d) Dividends on a share of the Series B C Preferred Stock following such share's redemption are non-cumulative. If the Board of Directors does not authorize and declare a dividend on the Series C Preferred Stock or conversionif the Board of Directors authorizes and declares less than a full dividend in respect of any Dividend Period, the Holders will have no right to receive any dividend or a full dividend, as the case may be, for the Dividend Period, and the Corporation will have no obligation to pay a dividend or to pay full dividends for that Dividend Period, whether or not dividends are authorized, declared and paid for any future Dividend Period with respect to the Series C Preferred Stock or the Common Stock or any other class or series of the Corporation's preferred stock. (e) So long as any share of Series C Preferred Stock remains outstanding, (1) no dividend shall be declared and paid or set aside for payment and no distribution shall be declared and made or set aside for payment on any Junior Securities (other than a dividend payable solely in shares of Junior Securities) and (2) no shares of Junior Securities shall be purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than (a) as a result of a reclassification of Junior Securities for or into other Junior Securities, (b) repurchases, redemptions or acquisitions in connection with any employment contract, benefit plan or similar arrangements with or for the benefit of any one or more employees, officers, directors or consultants or in connection with a dividend reinvestment or shareholder stock purchase plan providing for the purchase of Junior Securities by shareholders of the Corporation from the Corporation, (c) through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Securities and (d) conversions into or exchanges for other Junior Securities and cash solely in lieu of fractional shares of Junior Securities), unless, in each case, the full dividends for the most recent Dividend Payment Date on all outstanding shares of Series C Preferred Stock and Parity Securities have been paid or declared and a sum sufficient for the payment thereof has been set aside. Dividends Subject to the succeeding sentence, for so long as any shares of Series C Preferred Stock remain outstanding, no dividends shall be declared or paid or set aside for payment on any Parity Securities for any period unless full dividends on all outstanding shares of Series C Preferred Stock for the then-current Dividend Period have been paid in full or declared and a sum sufficient for the payment thereof set aside for all outstanding shares of Series C Preferred Stock. To the extent the Corporation declares dividends for the then-current Dividend Period on the Series B C Preferred Stock and on any Parity Securities but does not make full payment of such declared dividends, the Corporation shall be payable to allocate the dividend payments on a pro rata basis among the Holders of the shares of Series C Preferred Stock and the holders of record any Parity Securities then outstanding. For purposes of calculating the pro rata allocation of partial dividend payments, the Corporation shall allocate those payments so that the respective amounts of those payments for the then-current Dividend Period bear the same ratio to each other as they appear all accrued and unpaid dividends per share on the stock register Series C Preferred Stock and all Parity Securities bear to each other. The Corporation is not obligated to pay Holders of the Corporation Series C Preferred Stock any dividend in excess of the dividends on the Series C Preferred Stock that are payable as described herein. Subject to the foregoing, and not otherwise, such record datedividends (payable in cash, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Payment Date), stock or otherwise) as shall may be fixed determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any Junior Securities from time to time out of any assets legally available therefor, and the shares of Series C Preferred Stock shall not be entitled to participate in any such dividend. Notwithstanding the foregoing, if there occurs a Regulatory Change applicable to the Corporation that would, in the good faith determination of the Corporation, cause more than an insubstantial risk that the Corporation will not be entitled to treat the full liquidation value of the shares of Series C Preferred Stock then outstanding as Tier 1 Capital due to the provisions described in this paragraph (e), then such provisions shall not be applicable if as a "result of such modification the Series B Dividend Record Date")C Preferred Stock would then qualify as Tier 1 Capital upon the closing of the Acquisition and thereafter. Except For the avoidance of doubt, provisions in this paragraph (e) shall be retained and reinstated (if applicable) to the maximum extent allowable under applicable regulatory guidelines that permit the Series C Preferred Stock to qualify as Tier 1 Capital. For so long as the Series C Preferred Stock is outstanding, the Corporation shall not establish any series of preferred stock, or issue any shares of preferred stock, with dividends payable on a cumulative basis. Following the modification of any provisions described in this paragraph (e) as a result of a Regulatory Change applicable to the Corporation, the Corporation shall mail or electronically transmit to the Holders a notice briefly describing such modification. Any failure of the Corporation to mail or electronically transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such modification. (f) Payments of cash for dividends will be delivered to the Holder or, in the case of global certificates, through a redemption under Section 4 book-entry transfer through DTC or mandatory conversion under Section 6(c)any successor Depositary. (g) If a Conversion Date on which a Holder elects to convert Series C Preferred Stock or the Mandatory Conversion Date is on or prior to the Record Date for any declared cash dividend for the Dividend Period, below (in such Holder will not have the right to receive any declared cash dividends for that Dividend Period. If a Conversion Date on which case dividends a Holder elects to convert Series C Preferred Stock or the Mandatory Conversion Date is after the Record Date for any declared dividend and prior to the corresponding Dividend Payment Date, such Holder shall accrue and be paid through the date of such event), no dividends shall be payable receive that cash dividend on the relevant Dividend Payment Date if such Holder was the Holder of record on the Record Date for that dividend. Notwithstanding the preceding sentence, whether or not such Holder was the Holder of record on the Record Date, if such Holder elects to convert Series B C Preferred Stock after the Record Date for any partial declared dividend period. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect and prior to the Common Stock unless at corresponding Dividend Payment Date, such Holder must pay to the same time a dividend or distribution is paid with respect to all outstanding Conversion Agent upon conversion of the shares of Series B C Preferred Stock in an amount in cash equal to the amount full dividend to be paid with respect to a share of Common Stock as though on such Dividend Payment Date on the holders of shares being converted, unless the Series 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 C Preferred Stock are convertible as of converted pursuant to Section 10, Section 11, Section 12 or Section 13 or following 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 provision by the Corporation or other persons, assets (excluding cash dividends) or options or rights of a Redemption Notice pursuant 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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 distributionSection 7.

Dividends. a. The holders (a) Each holder of record on issued and outstanding Series A Preferred Stock will be entitled to receive, when, as and if declared by the Board, for each share of Series B Dividend Record Date A Preferred Stock (including each PIK Preferred Share, as defined below), dividends payable, at the Company’s sole discretion and in any combination, either (i) in cash at the applicable Cash Dividend Rate multiplied by the sum of (A) ten dollars ($10.00) per share (the “Original Purchase Price”) plus (B) all accrued and unpaid dividends on such share of Series A Preferred Stock, in each case as adjusted for any stock dividends, splits, combinations and similar events, or (ii) until the fifth anniversary of the outstanding Series B Preferred Stock shall be entitled to receive dividendsOriginal Issuance Date, as and when declared by the Board of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-in kind payable each year in additional shares of Series B A Preferred Stock at (the rate “PIK Preferred Shares”) and not in cash; each such payment of six percent a dividend in kind shall be in an amount of shares of Series A Preferred Stock as shall equal the PIK Dividend Rate multiplied by the sum of (6%A) per annum, resulting in the holder of each Original Purchase Price plus (B) all accrued and unpaid dividends on such share of Series B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B A Preferred Stock. Each such dividend shall be , in each case as adjusted for any stock dividends, splits, combinations and similar events (all dividends whether paid in cash or in kind, the “Dividends”). (b) Dividends will accrue and cumulate from the date of issuance and are payable quarterly in arrears on or about the last day of each January 15 (a "Series B Dividend-in-Kind Payment Date") (or March, June, September and December, or, if such date is not a business day, the dividends due succeeding business day (each such day, a “Dividend Payment Date”). The amount of Dividends payable for each full quarterly dividend period will be computed by dividing the annual rate by four. Dividends accrued for the initial dividend period will not be payable until the last day of the first full quarterly dividend period, at which time the amount of Dividends payable shall consist of the full quarterly Dividend plus the initial partial Dividend, which shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of Dividends payable for any other dividend period shorter or longer than a full quarterly dividend period, will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be paid to the holders of record of Series A Preferred Stock as they appear in the records of the Company at the close of business on the fifteenth (15th) day of the calendar month in which the applicable Dividend Payment Date falls or on such Series B Dividend-in-Kind other date designated by the Board for the payment of Dividends that is not more than sixty (60) days or less than ten (10) days prior to such Dividend Payment Date shall Date. Any payment of a Dividend will first be paid on credited against the next succeeding business dayearliest accumulated but unpaid Dividend due with respect to such share that remains payable. (c) beginning on January 15Dividends will accrue and cumulate whether or not the Company has earnings or profits, 2001whether or not there are funds legally available for the payment of Dividends and whether or not Dividends are declared. Such dividends shall be cumulative Dividends will accumulate and shall accrue on each compound quarterly at a rate of 12.5% per annum to the extent they are not paid. (d) So long as any share of Series B A Preferred Stock from is outstanding, no dividend may be declared or paid or set aside for payment or other distribution declared or made upon any Junior Securities of any kind, nor may any Junior Securities of any kind be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the date redemption of any shares of any such Junior Securities) by the Company (except by conversion into or exchange for other Junior Securities), unless, in each case, full cumulative Dividends on all shares of Series A Preferred Stock have been or are contemporaneously declared and paid or are declared and a sum sufficient for the payment thereof is set apart for such payment for all past dividend periods and the then current dividend period. If 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, all Dividends declared upon the Series A Preferred Stock and all dividends declared on any Parity Securities shall be declared pro rata so that the amount of Dividends declared per share of the Series A Preferred Stock and dividends declared per share of such share's issuance; provided, however, Parity Securities shall in all cases bear to each other the same ratio that dividends shall cease to accrue on a accrued and unpaid Dividends per share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series B A Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (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 a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case and accrued and unpaid dividends shall accrue and be paid through the date per share of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend periodParity Securities bear to each other. b. Subject (e) The Company shall take all actions necessary or advisable under the DGCL to any rights permit the payment of Senior Securities, no dividends or other distributions shall be made with respect Dividends to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series B A Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares Stock. Holders of Series B A Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation not entitled to receive such distribution. c. In the event the Corporation shall declare a distribution any dividend, whether payable in securities of other personscash, evidences of indebtedness issued by the Corporation in kind 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 Securitiesproperty, in each such case the holders excess of the Series B Preferred Stock shall be entitled to a proportionate share of any such distribution full Dividends as though the holders of the Series 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 distributionprovided in this Section 2.

Dividends. a. The holders (a) Except as otherwise expressly provided in Section 6.01(b), the Borrower shall not declare or pay any dividend, make any distribution on its charter capital, purchase, redeem or otherwise acquire any shares of record on the Series B Dividend Record Date (as defined below) charter capital of the outstanding Series B Preferred Stock shall be entitled Borrower or any option over the same, make any payment of principal or interest on any Subordinated Shareholder Loan or make any other payment or distribution to receive dividendsany Shareholder or any Affiliate of any Shareholder (including, without limitation, to Harvest under the Services Agreement, but excluding (1) reimbursement to Harvest at cost for goods and services (including without limitation services of consultants) procured by Harvest on behalf of the Borrower from unaffiliated entities on an arm's length basis, (2) an amount, as and when declared by set forth in detail in the Board Development Plan, not to exceed $2,000,000 (or the equivalent thereof in other currencies at then current rates of Directors out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%exchange) per annumyear to Minley for services provided on an arm's length basis by Minley to the Borrower, resulting (3) an amount not to exceed $1,000,000 (or the equivalent thereof in other currencies at then current rates of exchange) per year for the holder salaries and expenses of each share employees seconded to the Borrower by Harvest, and (4) reimbursement to Harvest of Series B Preferred receiving a dividend amounts paid by Harvest on behalf of 0.06 additional shares the Borrower of Series B Preferred Stock with respect to each share front-end commission and fees and expenses of Series B Preferred Stock. Each the Bank's outside counsel due under this Agreement and fees and expenses of the Borrower's outside counsel). (b) Notwithstanding the foregoing, the Borrower may take any such dividend shall be payable action on or about each January 15 (a "Series B Dividend-in-Kind Payment Date"after the first repayment installment date set forth in Section 3.07(a) (or or, if such date is not a business dayearlier, the dividends due first date on such Series B Dividend-in-Kind Payment Date shall be paid on which 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 B Preferred Stock shall be payable to holders of record as they appear on the stock register outstanding principal amount of the Corporation on such record dateLoan equals $55,000,000, but only if: (1) no Event of Default or Potential Event of Default has occurred and is continuing; (2) the Borrower gives the Bank not less than 15 nor more than 60 days preceding a dividend payment date (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 a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date 30 days' prior written notice of such eventpayment; (3) such payment is made only on an Interest Payment Date pursuant to Section 5.13(a)(9), no dividends shall be payable on ; and (4) the Series B Preferred Stock for any partial dividend periodmost recent banking case prepared in accordance with Section 8.05(c) shows a Field Life Debt Service Coverage Ratio of not less than 2.0 and a Loan Life Debt Service Coverage Ratio of not less than 1.75. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. The holders of record (i) Dividends on the Series B Company Preferred Securities will be payable from the date of initial issuance on a noncumulative basis, quarterly in arrears on 15 June, 15 September, 15 December, and 15 March each year (each a "Dividend Record Date (Payment Date" and each period from and including a Dividend Payment Date, or the date of initial issuance as defined belowapplicable, to but not including the next Dividend Payment Date, a "Dividend Period") of for the outstanding Series B Preferred Stock shall be entitled to receive dividendsDividend Period then ending, as and when declared by but only if the Board of Directors out of funds Company has legally available thereforfunds for such purpose and satisfies the other qualifications described below. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of each share of Series 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 Dividends will be payable on the liquidation preference for each Dividend Period at a fixed rate per annum on the liquidation preference equal to |X| % (calculated on the basis of a year of twelve 30-day months)|X|. Dividends will be mandatorily due and payable in the circumstances described in Section 7.3(b)(ii) below, except that dividends will never be mandatorily due and payable if the Capital Limitation described below in Section 7.3(b)(iii) applies. If dividends on a Dividend 31 Payment Date are neither mandatorily due and payable nor prohibited by application of the Capital Limitation, then (i) payment of dividends on the Company Preferred Securities will be limited by the Bank's Available Distributable Profits (see Section 7.3(b)(iv), below) and (ii) if the Bank delivers, on or about each January 15 before the tenth Business Day immediately preceding such Dividend Payment Date, an instruction (a "Series B Dividend-in-Kind No Dividend Instruction") to the Company not to pay dividends on such Dividend Payment Date or to pay less than full dividends on such Dividend Payment Date", dividends payable on the related Dividend Payment Date will be limited as provided in such No Dividend Instruction (see Section 7.3(b)(v) (or if such date below). If any dividends will be payable on the Company Preferred Securities on a day that is not a business dayBusiness Day, the those dividends due on such Series B Dividend-in-Kind Payment Date shall will instead be paid on the next succeeding business dayBusiness Day. No interest or other payment will be due as a result of any such adjustment. (ii) The Company is required to pay dividends on the Company Preferred Securities in three circumstances, as follows: (A) If the Bank declares or pays dividends or makes any other payment or distribution on any Bank Junior Obligations and the Capital Limitation does not apply, then the Company will be required to pay full dividends on the Company Preferred Securities during the one-year period beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share including the earlier of Series B Preferred Stock from the date on which such dividend was declared or the date on which such dividend or other payment was made. (B) If the Bank or any of its subsidiaries redeems, repurchases or otherwise acquires any Bank Parity Securities or Bank Junior Obligations for any consideration, except by conversion into or exchange for shares or Bank Junior Obligations and except as described below (and provided that the Capital Limitation does not apply), then the Company will be required to pay dividends on the Company Preferred Securities during the one-year period beginning on and including the date on which such redemption, repurchase or other acquisition occurred. (C) If (x) the Bank or any of its subsidiaries declares or pays any dividends or makes any other payment or distribution on any Bank Parity Securities on any date and (y) during the Relevant Period ending on and including such date there occurred a Dividend Payment Date as to which the Company paid no dividends or less than full dividends on the Company Preferred Securities, and provided that the Capital Limitation does not apply, then on that date the Company will be required to pay a special dividend on the Company Preferred Securities. The special dividend will be payable on that date whether or not that date is otherwise a Dividend Payment Date and, if it is a Dividend Payment Date, will be in addition to any other dividends required to be paid on such Dividend Payment Date. The special dividend will be in an amount that, when taken together with dividends previously paid on the Company Preferred Securities during the Relevant Period, represents the same proportion of full dividends on the Company Preferred Securities for all Dividend Payment Dates 32 during the Relevant Period that the dividend on Bank Parity Securities paid on such date bears to full dividends on such Bank Parity Securities for the Relevant Period. Notwithstanding paragraph (B) above, the Company will not be required to pay dividends solely as a result of (a) repurchases, redemptions or other acquisitions of Bank Parity Securities or ordinary shares in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or shareholder share purchase plan or in connection with the issuance of Bank Parity Securities or Bank Junior Obligations (or securities convertible into or exercisable for such Bank Parity Securities or Bank Junior Obligations) as consideration in an acquisition transaction, (b) market-making in the Bank Parity Securities or ordinary shares as part of the securities business of the Bank or any of its subsidiaries, (c) the purchase of fractional interests in shares of Bank Parity Securities or Bank Junior Obligations pursuant to the conversion or exchange provisions of such shareBank Parity Securities or Bank Junior Obligations or the security being converted or exchanged, (d) any declaration of a dividend in connection with any shareholder's issuance; providedrights plan, howeveror the issuance of rights, that dividends shall cease to accrue on a share of Series B Preferred Stock following such shareshares or other property under any shareholder's rights plan, or the redemption or conversionrepurchase of rights pursuant to any such plan, or (e) any dividend in the form of shares, warrants, options or other rights where the dividend shares or the shares issuable upon exercise of such warrants, options or other rights are the same shares as that on which the case may bedividend is being paid or ranks pari passu with or junior to such shares. Dividends Any Dividend Payment Date or other date on which dividends on the Series B Company Preferred Stock shall Securities are required to be payable paid as described in paragraph (A), (B) or (C) above is a "Mandatory Dividend Payment Date." The amount of dividends required to holders of record be paid on any Mandatory Dividend Payment Date (after giving effect to the Capital Limitation, if applicable) is called the "Mandatory Dividend Payment Amount". If a Dividend Payment Date is a Mandatory Dividend Payment Date, the Company will be required to pay the Mandatory Dividend Payment Amount as they appear dividends on that date whether or not there are Available Distributable Profits and whether or not interest is paid on the stock register Subordinated Notes. (iii) The prohibition on the payment of dividends on the Company Preferred Securities as described below is called the "Capital Limitation". Unless the Swiss Federal Banking Commission expressly permits otherwise, the Company will not pay dividends on the Company Preferred Securities on any Dividend Payment Date (whether or not it is a Mandatory Dividend Payment Date) if on such date the Bank is not in compliance, or because of a distribution by the Bank or any of its subsidiaries of profits of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date Bank (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board payment of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Company Preferred Stock for any partial dividend period. b. Subject to any rights of Senior Securities) would not be in compliance, no dividends or other distributions shall be made with respect the Swiss Federal Banking Commission's minimum capital adequacy requirements applicable to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock Bank as then in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 distributioneffect. 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. (a) The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B A Preferred Stock shall will be entitled to receive dividendsin preference to the holders of any Junior Stock, when, as and when if declared by the Board of Directors Directors, out of funds legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock for the payment thereof, dividends at the annual rate of six percent 8% of Liquidation Value (6%as defined below). Such dividends will be cumulative, will accumulate (whether or not declared) per annumfrom the date of issuance (the "Issue Date") and will 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"), resulting commencing September 30, 1998. The dividend amount payable in the holder respect of each share of Series B A Preferred receiving Stock on each dividend payment date (the "Dividend Amount") will be computed by 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 period and the denominator of 0.06 which will be 365 and multiplying the amount so obtained by the Liquidation Value. (b) Dividends with respect to the Series 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 B 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 the payment of dividends shall not require the vote of the holders of Series A Preferred Stock. (c) All dividends paid with respect to shares of the Series A Preferred Stock pursuant to Section 3(a) hereof will be paid pro rata to the holders entitled thereto. (d) Holders of shares of the Series A Preferred Stock will be entitled to receive the dividends provided for in Section 3(a) hereof in preference to and in priority over any dividends upon any of the Junior Stock. (e) Each fractional share of Series A Preferred Stock outstanding (if any) will be entitled to a ratably proportionate amount of all dividends accruing with respect to each outstanding 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 A Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease pursuant 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 B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on such record date, not less than 15 nor more than 60 days preceding a dividend payment date (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 a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B Preferred Stock for any partial dividend period3(a) hereof. b. Subject to any rights of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Series 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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.

Dividends. a. (a) The holders of record on the Series A Preferred Stock, Series B Dividend Record Date (as defined below) of the outstanding Preferred Stock, Series B D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall be entitled to receive dividendsreceive, as and when declared by the Board of Directors out of funds legally available thereforfor that purpose, dividends at the rate of five percent (5%) of the Subscription Price applicable to such Preferred Stock (i.e., the Series A Subscription Price, the Series B Subscription Price, the Applicable Series D Subscription Price, the Series E Subscription Price or the Series F Subscription Price, as the case may be) per annum, and no more. Record The holders of Series B C Preferred Stock on a and Series B Dividend Record Date G Preferred Stock shall be entitled to one dividend-in-kind payable each year in additional shares receive, out of Series B Preferred Stock funds legally available for that purpose, dividends at the rate of six three percent (63%) of the Series C Subscription Price or the Applicable Series G Subscription Price, as the case may be, per annum, resulting in and no more. The entitlement of the holder of each share of Series B A Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Stock, the Series B Preferred Stock. Each , the Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock, the Series F Preferred Stock and the Series G Preferred Stock to such dividend dividends shall be payable pro rata and 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, 2001parity. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock (cumulating from the date of issuance of such share's issuance; provided, however, that dividends shall cease to accrue shares of Preferred Stock on a share day-to-day basis on the 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 Series A Preferred Stock, Series B Preferred Stock following such share's redemption or conversionStock, as the case may be. Dividends on Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, the Series B F Preferred Stock shall be payable to holders of record and the Series G Preferred Stock as they their names appear on the stock share register of the Corporation on the corresponding record date for the distribution. (b) If, on any Dividend Payment Date, the holders of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, the Series F Preferred Stock and the Series G Preferred Stock shall not have received the full dividends provided for in the other provisions of this Section 2, then such record datedividends shall cumulate, whether or not earned or declared, with additional dividends thereon until such dividends shall be paid. Unpaid dividends shall cumulate on a day-to-day basis and shall be computed on the basis of a 360-day year. (c) So long as any shares of Preferred Stock shall be outstanding, without the written consent of the holders of not less than 15 nor more than 60 days preceding a dividend payment date (including a majority of the shares of Series B Dividend-in-Kind Payment Date)A Preferred Stock, as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c)C Preferred Stock, below (in which case dividends shall accrue and be paid through the date of such event), no dividends shall be payable on the Series B E Preferred Stock for any partial dividend period. b. Subject to any rights and Series F Preferred Stock then outstanding, voting together as a single class, and the written consent of Senior Securities, no dividends or other distributions shall be made with respect to the Common Stock unless at holders of not less than a majority of the same time a dividend or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share of Common Stock as though the holders of the Stock, Series B D Preferred Stock were and Series F Preferred Stock then outstanding, voting together as a single class, neither the holders of the number of shares of Common Stock Corporation nor any Subsidiary or affiliate of the Corporation into which their respective shares shall: (i) declare or pay on any Junior Stock any dividend whatsoever, whether in cash, property or otherwise; or (ii) except as set forth in Section 3 of Series B Preferred Stock are convertible as Part Two of the record date fixed this Article Fourth, make any distribution on any Junior Stock, or purchase or redeem any Junior Stock, or pay or make available any monies for a sinking fund 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 purchase 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 entitled to a proportionate share redemption of any such distribution as though the holders of the Series 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 distributionJunior Stock.

Dividends. a. The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B Preferred Stock shall be entitled to receive dividends1. When, as and when if declared by the Board of Directors out of Board, to the extent funds are legally available therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall therefor in accordance with the Business Corporation Act, dividends will be entitled to one dividend-in-kind payable each year in additional shares of Series B Preferred Stock at the rate of six percent (6%) per annum, resulting in the holder of Dividend Rate on each share of Series B C Preferred receiving a dividend of 0.06 additional Stock, in cash, as provided herein. Dividends on shares of Series B C Preferred Stock with respect will be payable at a rate per annum equal to 4% of the Stated Value thereof (the "Dividend Rate"). To the extent declared, such dividends shall be payable semi-annually on June 30 and December 31 of each share of Series B Preferred Stock. Each year, commencing on June 30, 1998 (each such date hereinafter referred to as a "Dividend Payment Date" and each such dividend period hereinafter referred to as a "Dividend Period"), except that if such date is not a Business Day, then 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 15Business Day, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from to 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 B Preferred Stock shall be payable to holders of record as they appear on the stock register of the Corporation on for the shares of Series C Preferred Stock five (5) Business Days prior to such record date, not less than 15 nor more than 60 days preceding a dividend payment date (including a Series B Dividend-in-Kind Dividend Payment Date), as . 2. Dividends on the shares of Series C Preferred Stock shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends accumulating and shall accrue and be paid through from the date Issue Date, without interest, whether or not such dividends have been declared. Unpaid dividends, whether or not declared, shall compound annually at the Dividend Rate from the Dividend Payment Date on which such dividend was payable as herein provided until payment of such event), no dividends shall be dividend. Dividends payable on the Series B C Preferred Stock for any partial dividend shall be computed on the basis of a 360-day year and the actual number of days elapsed in such period. b. Subject 3. For so long as any shares of Series C Preferred Stock shall be outstanding, no dividend or distribution, whether in cash, stock or other property, shall be paid, declared and set apart for payment or made on any date on or in respect to any rights of Senior Securities, no Series C Junior Security as to dividends or distributions of assets upon liquidation, dissolution or winding up, and no payment on account of the redemption, purchase or other distributions acquisition or retirement for value by the Corporation shall be made with respect to on any date of any Series C Junior Security unless, in each case, (A) the Common Stock unless at the same time a dividend or distribution is paid with respect to full amount of unpaid dividends accrued on all outstanding shares of Series B C Preferred Stock in shall have been paid or contemporaneously are declared and paid and (B) if an amount equal event shall have occurred requiring the Corporation to the amount paid with respect to a share of Common Stock as though the holders redeem any or all of the Series B C Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective Stock, all shares of Series B C Preferred Stock are convertible as of tendered for redemption shall have been redeemed in accordance with the record date fixed for the determination of the holders of Common Stock of terms thereof. 4. If 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 pays any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of dividend on the Series B C Preferred Stock shall be entitled to a proportionate share which is less than the total amount of any accrued and unpaid dividends on such distribution as though the holders of the Series 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.series,

Dividends. a. (a) The holders of record on the Series B Dividend Record Date (as defined below) of the outstanding Series B C Preferred Stock Shares shall be entitled to receive dividendsreceive, when and as and when declared by the Board of Directors Directors, out of funds legally available therefor. Record holders for the payment of dividends, dividends per Series B C Preferred Stock on a Series B Dividend Record Date shall be entitled to one dividend-in-kind Share payable each year in additional shares of Series B Preferred Stock cash at the rate of six percent (6%) per annum, resulting in the holder of each share of Series 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 issuanceapplicable Annual Dividend Rate; provided, however, that if any dividend payable on any Dividend Payment Date is not paid in full in cash on such Dividend Payment Date, the amount payable as dividends on such Dividend Payment Date that is not paid in cash on such Dividend Payment Date shall cease automatically, without any further action by the Corporation, be added to accrue the Liquidation Preference on a share the relevant Dividend Payment Date at the Annual Dividend Rate applicable with respect to dividends not paid in cash; provided further, however, that the dividend payment payable on the initial Dividend Payment Date shall include 43.1% of the accrued and unpaid dividends on Series B A Preferred Stock following such share's redemption or conversion, as Shares being exchanged pursuant to the case may beExchange Agreement through and including the Issue Date. Dividends The Corporation shall only be allowed to pay dividends in cash pro rata (based on the aggregate amount of dividends on the Series B Preferred Stock for such Dividend Period) with the payment of dividends in cash on the Series B Preferred Shares on the Series B Dividend Payment Date. Each such dividend payable in cash shall be payable in arrears to the holders of record of the Series C Preferred Shares, as they appear on the stock register records of the Corporation at the close of business on such each record date, which shall not less than 15 nor be more than 60 30 days preceding a dividend payment date the applicable Dividend Payment Date (including a Series B Dividend-in-Kind the “Dividend Payment Record Date”), as shall be fixed by the Board of Directors Directors. The amount of accrued and unpaid dividends on any Series C Preferred Stock at any date shall be the amount of any dividends thereon, calculated at the applicable Annual Dividend Rate, to and including such date, whether or not earned or declared, which have not been paid; provided that an amount equal to any dividend that was not paid in cash on any applicable Dividend Payment Date shall be added to the Liquidation Preference in accordance with this Section 3(a) and such dividend not paid in cash and so added shall not be considered as an accrued and unpaid dividend for any purposes hereof. (a "b) The amount of dividends payable based on the Annual Dividend Rate for each full Dividend Period for the Series B C Preferred Shares shall be computed by dividing the applicable Annual Dividend Record Date"Rate by four (4). Except The amount of dividends payable for the initial Dividend Period, or any other period shorter or longer than a full Dividend Period, on the Series C Preferred Shares shall be computed on the basis of four 90-day quarters and a 360-day year. Holders of Series C Preferred Shares shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of the dividends on the Series C Preferred Shares as herein provided. (c) All dividends paid with respect to Series C Preferred Shares shall be paid pro rata. (d) So long as any Series C Preferred Shares are outstanding, no dividends, except as described in the case immediately following sentence, shall be authorized and declared and paid or set apart for payment on any series or class or classes of Parity Shares for any period unless full accrued and unpaid dividends have been or contemporaneously are authorized and declared and paid in cash or authorized and declared and a redemption under Section 4 sum sufficient for the payment thereof set apart for such payment on the Series C Preferred Shares for the immediately preceding Dividend Period and on the Parity Shares for the immediately preceding dividend period applicable to the Parity Shares. When dividends are not paid in full or mandatory conversion under Section 6(c)a sum sufficient for such payment is not set apart, below as aforesaid, for the Dividend Period referred to in the immediately preceding sentence, then all dividends authorized and declared upon Series C Preferred Shares and all dividends authorized and declared upon any other series or class or classes of Parity Shares shall be authorized and declared ratably in proportion to the respective amounts of dividends accrued and unpaid on the Series C Preferred Shares and such class or classes or series of Parity Shares. (in which case dividends shall accrue and be paid through the date of such event)e) So long as any Series C Preferred Shares are outstanding, no dividends shall be payable on the Series B Preferred Stock authorized and declared and paid or set apart for any partial dividend period. b. Subject to any rights of Senior Securities, payment and no other distribution shall be authorized and declared and made upon Junior Shares (other than dividends or other distributions paid solely in Junior Shares, or options, warrants or rights to subscribe for or purchase Junior Shares), nor shall any Junior Shares be made with respect to the Common Stock unless at the same time redeemed, purchased or otherwise acquired (other than a dividend redemption, purchase or distribution is paid with respect to all outstanding shares of Series B Preferred Stock in an amount equal to the amount paid with respect to a share other acquisition of Common Stock as though the holders Shares made for purposes of the Series B Preferred Stock were the holders and in compliance with requirements of the number of shares of Common Stock an employee incentive or benefit plan of the Corporation into which their respective or any subsidiary) for any consideration (or any moneys to be paid to or made available for a sinking fund for the redemption of any shares of such stock) by the Corporation, directly or indirectly (except by conversion or exercise into or exchange for Junior Shares), unless in each case the full accrued and unpaid dividends on all outstanding Series B C Preferred Stock are convertible as of the record date fixed Shares shall have been paid in cash and on any other Parity Shares shall have been previously paid for the determination of immediately preceding Dividend Period and the holders of Common Stock of immediately preceding dividend period applicable to the Corporation entitled to receive such distributionParity Shares. c. (f) In any case where any Dividend Payment Date shall not be a Business Day, then (notwithstanding any other provision of this Certificate of Designation) payment of dividends need not be made on such date, but may be made on the event next succeeding Business Day with the Corporation same force and effect as if made on the Dividend Payment Date; provided, however, that no interest shall declare a distribution payable in securities accrue on such amount 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 entitled to a proportionate share of any such distribution as though the holders of the Series 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 dividends for the determination of the holders of Common Stock of the Corporation entitled to receive period from and after such distributionDividend Payment Date.