Common use of Payment of Dividends Clause in Contracts

Payment of Dividends. From and after the date of the issuance (the “Issuance Date”) of any shares of Series C Preferred Stock, the holders of shares of Series C Preferred Stock shall receive with respect to each share of Series C Preferred Stock, out of funds legally available for the payment of dividends, a cumulative dividend (the “Dividend Payment”) in an amount equal to the greater of (x) dividends at a rate of thirteen percent (13%) per annum based on the Liquidation Preference Amount (as defined in Section 4 hereof), and (y) dividends that would have accrued with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stock, in shares of Common Stock, in an amount equal to the quotient of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to day, whether or not earned or declared, and shall be cumulative. In the case of shares of Series C Preferred Stock outstanding for less than a full year, dividends shall be pro rated based on the portion of each year during which such shares are outstanding. The Company shall be under no obligation to pay any such dividends to the extent that funds are not legally available therefor. Dividends on the Series C Preferred Stock are prior and in preference to any declaration or payment of any dividend or distribution (as defined below) on any shares of Junior Stock.

Payment of Dividends. From Holders of Series A Preferred Shares shall be entitled to receive, if, when and after as authorized and declared by the date Board of Directors, out of assets of the issuance Corporation legally available therefor, cash dividends at a fixed annual rate equal to 8.342% from August 15, 2005 to August 15, 2010 (the “Issuance DateFixed Rate Period”) and thereafter at a variable rate equal to LIBOR plus 3.75% of any shares of Series C Preferred Stock, the holders of shares of Series C Preferred Stock shall receive with respect to each $1,000.00 liquidation preference per share of Series C Preferred Stock, out of funds legally available for the payment of dividends, a cumulative dividend (the “Coupon Rate”). Such noncumulative cash dividends shall be payable, if authorized and declared, quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, commencing on November 15, 2005 (each such date, a “Dividend PaymentPayment Date”) in an amount equal to the greater of (x) dividends at a rate of thirteen percent (13%) per annum based on the Liquidation Preference Amount (as defined in Section 4 hereof), and (y) dividends that would have accrued with respect to or, if any such share of Series C Preferred Stock during the applicable Dividend Period Payment Date is not a Business Day (as defined below) ), then any dividends payable will be paid on, and such Dividend Payment Date will be moved to, the next succeeding day, other than a Saturday, Sunday or any other day on which banking institutions in New York City are permitted or required by any applicable law or executive order to close (a “Business Day”). If any redemption date falls on a day that is not a Business Day, then the principal, and/or dividends payable on such date will be paid on the immediately preceding Business Day. Each authorized and declared dividend shall be payable to holders of record of the Series A Preferred Shares as they appear on the stock books of the Corporation at the close of business on such record date, which shall be 15 calendar days preceding each Dividend Payment Date therefor, (each such date, a “Record Date”); provided, however, that if the holder date fixed for redemption of any of the Series A Preferred Shares occurs after a dividend is declared but before it is paid, such share had converted such share into Common Stock immediately prior dividend shall be paid with the redemption price to the record date of any dividend declared on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock holder thereof as of the last day of the applicable Dividend Periodredemption date. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears periods (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly periodeach, a “Dividend Period”) shall commence on and include the first day, and shall end on and include the last day, of the quarterly period in cash orwhich the corresponding Dividend Payment Date occurs; provided, at however, that the option first Dividend Period (the “Initial Dividend Period”) shall commence on and include August 15, 2005, and shall end on and include the next succeeding Dividend Payment Date. During the Fixed Rate Period, the amount of dividends payable for any Dividend Period shall be computed on the basis of a holder 360-day year of twelve 30-day months and the amount payable for any partial period shall be computed on the basis of the number of days elapsed in a 360-day year of twelve 30-day months. Upon expiration of the Fixed Rate Period, the amount of dividends payable for any Dividend Period will be computed on the basis of a 360-day year and the actual number of days elapsed in the relevant Dividend Period. Except as herein expressly provided, holders of the Series C A Preferred StockShares shall not be entitled to any dividend, or any sum of money in lieu thereof, in shares respect of Common Stock, in an amount equal to the quotient of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to day, whether any dividend payment or not earned or declared, and shall be cumulative. In the case of shares of Series C Preferred Stock outstanding for less than a full year, dividends shall be pro rated based on the portion of each year during which such shares are outstanding. The Company shall be under no obligation to pay any such dividends to the extent that funds are not legally available therefor. Dividends payments on the Series C A Preferred Stock are prior Shares authorized and in preference declared by the Board of Directors that may be unpaid. Any dividend payment made on the Series A Preferred Shares shall first be credited against the earliest authorized and declared but unpaid cash dividend with respect to any declaration or payment of any dividend or distribution (as defined below) on any shares of Junior Stockthe Series A Preferred Shares.

Payment of Dividends. From and after If the date of the issuance (the “Issuance Date”) of any shares of Series C Preferred StockBoard determines, the holders of shares of Series C Preferred Stock shall receive with respect to each share of Series C Preferred Stockin its sole discretion, out of funds legally available for therefor, that the Company shall make a dividend payment of dividends, a cumulative dividend (the “Dividend Payment”) in an amount equal to the greater of (x) dividends at a rate of thirteen percent (13%) per annum based on the Liquidation Preference Amount (as defined Series A-1 Preferred Shares in Section 4 hereof)cash, and (y) dividends that would have accrued with respect to then the Company shall make such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared payment on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause six-(6)-month anniversary and twelve (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as 12)-month anniversary of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly Original Issuance Date in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April each calendar year (each such quarterly perioddate, a “Dividend PeriodPayment Date”) in cash or, at the option Dividend Rate. The record date for payment of a holder of dividends on the Series C A-1 Preferred Stock, in shares of Common Stock, in an amount equal to Shares will be the quotient of fifteenth (i15th) day immediately preceding the applicable Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to dayDate, whether or not earned or declaredsuch date is a Business Day, and dividends shall only be payable to registered holders of record of the Series A-1 Preferred Shares as such holders appear on the register of members of the Company at the close of business on the related record date. If any Dividend Payment Date is not a Business Day, the applicable payment shall be cumulativedue on the next succeeding Business Day. In All dividends that are not paid in cash shall remain accumulated dividends with respect to each such Series A-1 Preferred Share until paid to the case holder thereof. Notwithstanding the foregoing or anything to the contrary in this Certificate of shares Designation, if not paid in cash on a Dividend Payment Date, accrued dividends for any period preceding such Dividend Payment Date (for the avoidance of Series C Preferred Stock outstanding for less than a full yeardoubt, whether or not declared) may not be paid in cash and the value associated with such accrued dividends shall be pro rated based on the portion delivered to holders of each year during which such shares are outstanding. The Company shall be under no obligation to pay any such dividends to the extent that funds are not legally available therefor. Dividends on the Series C A-1 Preferred Stock are prior Shares through payment upon Liquidation or conversion as contemplated by this Certificate of Designation (including in accordance with Section 5 and in preference to any declaration or payment of any dividend or distribution (as defined below) on any shares of Junior StockSection 7).

Payment of Dividends. From The holders of Series B Preferred Shares shall be entitled to receive, and after the date Corporation shall pay thereon, as and when declared by the board of directors out of monies of the issuance (the “Issuance Date”) of any shares of Series C Preferred Stock, the holders of shares of Series C Preferred Stock shall receive with respect Corporation properly applicable to each share of Series C Preferred Stock, out of funds legally available for the payment of dividends, a fixed cumulative preferential dividends at the rate of $0.10 per share per annum (increasing to $0.125 per share per annum upon any failure by the Corporation to pay any dividend at the time and in the manner set out) payable in equal quarterly instalments on the first day of January, April, July and October in each year ("dividend payment dates") in respect of the “Dividend Payment”3 month periods ("quarters") ending on such days, respectively, the first of such dividends to be payable on the first such day occurring after the issue of the Series B Preferred Shares in respect of the period then ending and to be in an amount equal to the greater of (x) dividends at a rate of thirteen percent (13%) per annum based on the Liquidation Preference Amount (as defined share determined in Section 4 accordance with section 1.2 hereof), and (y) dividends that would have accrued with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stock, in shares of Common Stock, in an amount equal to the quotient of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to day, whether or not earned or declared, and shall be cumulative. In the case of shares of Series C Preferred Stock outstanding for less than a full year, dividends shall be pro rated based on the portion of each year during which such shares are outstanding. The Company shall be under no obligation to pay any such dividends to the extent that funds are not legally available therefor. Dividends on the Series C B Preferred Stock are prior and Shares shall accrue from the date of original issue thereof. Dividends on the Series B Preferred Shares shall, except as provided below, be paid in preference the form of a stock dividend. The Corporation shall on each dividend payment date issue to any declaration or payment each holder of any Series B Preferred Shares a number of common shares determined by dividing the amount of dividend or distribution (as defined below) on any which such holder is entitled to receive by the weighted average price at which common shares of Junior Stock.the Corporation traded on The Alberta Stock Exchange, (or if the common shares are not then listed on The Alberta Stock Exchange, on such stock exchange on which such shares are listed as may be selected by the board of directors of the Corporation,) during the period commencing on the first day of the applicable dividend period and ending five days before the dividend payment date. If the common shares are not listed on a stock exchange on the dividend payment date, the dividend shall be paid in cash. Certificates representing the shares to which the holder of Series B Preferred Shares is entitled shall be mailed to the holders of such shares on the dividend payment date provided that the holder has provided to the Corporation a cheque payable to Revenue Canada for any withholding tax payable in respect of such stock dividend. In the event of:

Payment of Dividends. From The holders of Convertible Preferred Shares Series A shall be entitled to receive, and after the date Corporation shall pay thereon, as and when declared by the board of directors out of monies of the issuance (the “Issuance Date”) of any shares of Series C Preferred Stock, the holders of shares of Series C Preferred Stock shall receive with respect Corporation properly applicable to each share of Series C Preferred Stock, out of funds legally available for the payment of dividends, a fixed cumulative preferential dividends at the rate of $0.04 per share per annum (increasing to $0.05 per share per annum upon any failure by the Corporation to pay any dividend at the time and in the manner set out) payable in equal quarterly instalments on the first day of January, April, July and October in each year ("dividend payment dates") in respect of the “Dividend Payment”3 month periods ("quarters") ending on such days, respectively, the first of such dividends to be payable on the first such day occurring after the issue of the Convertible Preferred Shares Series A in respect of the period then ending and to be in an amount equal to the greater of (x) dividends at a rate of thirteen percent (13%) per annum based share determined in accordance with section 1.2 hereof. Dividends on the Liquidation Preference Amount Convertible Preferred Shares Series A shall accrue from the date of original issue thereof. Dividends on the Convertible Preferred Shares Series A shall except as provided below be paid in the form of a stock dividend. The Corporation shall on each dividend payment date issue to each holder of Convertible Preferred Shares Series A a number of common shares (or at the holder's election Non-Voting Common Shares) determined by dividing the amount of dividend which such holder is entitled to receive by the weighted average price at which common shares of the Corporation traded on The Alberta Stock Exchange, or if the common shares are not then listed on The Alberta Stock Exchange, on such stock exchange on which such shares are listed as defined in Section 4 hereof)may be selected by the board of directors of the Corporation, and (y) dividends that would have accrued with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared period commencing on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last first day of the applicable Dividend Perioddividend period and ending five days before the dividend payment date. Dividend Payments If the common shares are not listed on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from stock exchange on the date of issue of such share of Series C Preferred Stock and dividend payment date, the dividend shall be paid by in cash. Certificates representing the Company quarterly in arrears (shares to which the holder of Convertible Preferred Shares Series A is entitled shall be mailed to the extent funds are legally available therefor) holders of such shares on the first of Julydividend payment date, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at provided that the option of a holder of the Series C Preferred Stock, in shares of Common Stock, in an amount equal has provided to the quotient Corporation a cheque payable to Revenue Canada for any withholding tax payable in respect of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to day, whether or not earned or declared, and shall be cumulativesuch dividend. In the case of shares of Series C Preferred Stock outstanding for less than a full year, dividends shall be pro rated based on the portion of each year during which such shares are outstanding. The Company shall be under no obligation to pay any such dividends to the extent that funds are not legally available therefor. Dividends on the Series C Preferred Stock are prior and in preference to any declaration or payment of any dividend or distribution (as defined below) on any shares of Junior Stock.event of:

Payment of Dividends. From Subject to the rights of holders of Parity Preferred Units as to the payment of dividends and holders of equity securities issued after the date hereof in accordance herewith ranking senior to the Series 6 Preferred Units as to payment of dividends, holders of Series 6 Preferred Units shall be entitled to receive, when and as declared by the Board of Directors of the issuance (the “Issuance Date”) of any shares of Series C Preferred Stock, the holders of shares of Series C Preferred Stock shall receive with respect to each share of Series C Preferred StockPartnership, out of funds legally available for the payment of dividends, a cumulative dividend (the “Dividend Payment”) in an amount equal to the greater of (x) preferential cash dividends at a the rate of thirteen percent (13%) per annum based on of 6.625% of the Liquidation Preference Amount $25.00 liquidation preference per Series 6 Preferred Unit (as defined in Section 4 hereofequivalent to $1.65625 per annum per Series 6 Preferred Unit), and (y) . Such dividends that would have accrued with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of Julycumulative, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stock, in shares of Common Stock, in an amount equal to the quotient of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to day, whether or not earned or declaredand including the original date of issuance, and shall be cumulative. In payable in cash (a) quarterly (such quarterly periods for purposes of payment and accrual will be the case of shares of Series C Preferred Stock outstanding for less than a full year, dividends shall be pro rated based quarterly periods ending on the portion dates specified in this sentence) in arrears, on or about March 31, June 30, September 30 and December 31 of each year during commencing on April 2, 2012 and, (b) in the event of a redemption, on the redemption date (each a “Dividend Payment Date”); provided that if any Dividend Payment Date is not a Business Day (as defined herein), then payment of the dividend which would otherwise have been payable on such shares are outstandingdate shall be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such Dividend Payment Date. The Company amount of the dividend payable for any period shall be under no obligation computed on the basis of a 360-day year consisting of twelve 30-day months and for any partial dividend period, the amount of the dividend payable shall be prorated and be computed on the basis of the ratio of the actual number of days elapsed in such period to pay any such dividends to the extent that funds are not legally available thereforninety (90) days. Dividends on the Series C 6 Preferred Stock are Units shall be made to the holders of record of the Series 6 Preferred Units on the close of business on the first day of the month in which the Dividend Payment Date occurs, or on such other record dates to be fixed by the Board of Directors, which record dates shall be not less than 10 days and not more than 30 Business Days prior and in preference to any declaration or payment of any dividend or distribution the relevant Dividend Payment Date (as defined below) on any shares of Junior Stockeach a “Dividend Record Date”).

Payment of Dividends. From Accruing Dividends shall be paid in cash out of legally available funds; provided, however, the Corporation may elect, in its sole discretion, to pay the Accruing Dividends accrued on the Series A Preferred Stock during the first year following the Original Issue Date and after the date of second year following the issuance (the “Issuance Date”) of any Original Issue Date in fully paid and non-assessable shares of Series C A-2 Preferred Stock, Stock until the holders Special Mandatory Conversion Date (as defined below) and in fully paid and non-assessable shares of Series A-1 Preferred Stock following the Special Mandatory Conversion Date (such dividends paid in shares as set forth herein being the “PIK Dividends”). PIK Dividends shall be paid by issuing to each record holder of Series A Preferred Stock a number of shares of Series C A-1 Preferred Stock shall receive or Series A-2 Preferred Stock, as applicable (“PIK Dividend Shares”), determined by dividing (x) the total aggregate dollar amount of unpaid Accruing Dividends with respect to each share the applicable Series A Preferred Stock owned by such record holder on the record date for the applicable Dividend Payment Date (rounded to the nearest whole cent) by (y) the Original Issue Price (as defined below) for such applicable series of Series C A Preferred Stock. PIK Dividend Shares will be delivered in book entry form unless a holder requests physical certificates. If the Corporation delivers PIK Dividend Shares in lieu of cash with respect to any of the Accruing Dividends for an applicable Dividend Payment Date, out it must do so with respect to all (but not less than all) of funds legally available such dividends payable for the payment applicable Dividend Payment Date. The Corporation shall not issue fractional shares of dividendsSeries A Preferred Stock to which holders may become entitled pursuant to this subparagraph, a cumulative dividend (but in lieu thereof, the “Dividend Payment”) in Corporation shall pay to such holders an amount equal to the greater product obtained by multiplying the Original Issue Price by the fraction of (x) dividends at a rate share not issued pursuant to the previous sentence. Each dividend shall be paid to the holders of thirteen percent (13%) per annum based record of Series A Preferred Stock as they appear on the Liquidation Preference Amount stock register of the Corporation on the record date, not more than ten (10) days after the applicable Dividend Payment Date, as defined in Section 4 hereof)shall be fixed by the Board of Directors. Dividends payable on each Dividend Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months and rounded to the nearest cent. Dividends on account of arrearages for any past Dividend Payment Date may be declared and paid at any time, without reference to any scheduled Dividend Payment Date, to holders of record on such date, as may be fixed by the Board of Directors of the Corporation. Interest shall accrue and (y) dividends that would have accrued be payable with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall payment that may be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stockdividend rate then in effect, in shares of Common Stock, in an amount equal to the quotient of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to day, whether or not earned or declared, and shall be cumulative. In the case of shares of Series C Preferred Stock outstanding for less than a full year, dividends shall be pro rated based on the portion of each year during which such shares are outstanding. The Company shall be under no obligation to pay any such dividends to the extent that funds are not legally available therefor. Dividends on the Series C Preferred Stock are prior and in preference to any declaration or payment of any dividend or distribution (as defined below) on any shares of Junior Stockcompounding semi-annually.

Payment of Dividends. From and after the date of the issuance (the “Issuance Date”) of any shares of Series C Preferred Stock, the holders of shares of Series C Preferred Stock shall receive with respect to each share of Series C Preferred Stock, out of funds legally available for the payment of dividends, a cumulative dividend (the “Dividend Payment”) in an amount equal to the greater of (x) dividends at a rate of thirteen percent (13%) per annum based on the Liquidation Preference Amount (as defined in Section 4 hereof), and (y) dividends that would have accrued with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at At the option of a holder the Corporation, the Corporation may pay all or any portion of any Milestone Dividends and Annual Dividends on the Series C Preferred Stock, Stock in shares of Common Stock, in an amount equal with each share of Common Stock being valued for this purpose as the VWAP of the Common Stock for the five trading days immediately prior to the quotient of (i) the Dividend Payment divided by (ii) Date or the Conversion Price (Annual Dividend Date, as defined applicable. In order to pay the dividends in Section 5(c) hereof). The Common Stock, the Corporation must provide the Holders of the Preferred Stock with at least 10 days’ notice, prior to the Dividend Payment Date or the Annual Dividend Date, as applicable, of its election to pay any dividend in shares of Common Stock (the Corporation may indicate in such notice that the election contained in such notice shall accrue from day continue for later periods until revised by a subsequent notice).If the Corporation elects to daypay all or any portion of any Milestone Dividends or Annual Dividends on the Preferred Stock in shares of Common Stock, whether it will, prior to issuance of such shares of Common Stock, cause a registration statement on Form S-1 or not earned Form S-3 under the Securities Act of 1933, as amended, to be declared effective (and remain effective) by the Securities and Exchange Commission covering the issuance or declaredresale of such shares of Common Stock such that upon receipt of such shares of Common Stock, and shall each Holder can sell such shares of Common Stock without reliance upon Rule 144 or other exemption until such time as such shares of Common Stock can be cumulativesold pursuant to Rule 144 without regard to volume limitations. In the case event such registration statement is not declared effective by the time of the issuance of such shares of Series C Preferred Stock outstanding for less than a full yearCommon Stock, dividends shall be pro rated based on the Corporation will not have the option to pay such portion of each year during which such shares are outstanding. The Company shall be under no obligation to pay any such dividends to the extent that funds are not legally available therefor. Milestone Dividends or Annual Dividends on the Series C Preferred Stock are prior in shares of Common Stock and in preference to any declaration or payment instead will pay such portion of any dividend Milestone Dividends or distribution (as defined below) on any shares of Junior StockAnnual Dividends in cash.

Payment of Dividends. From So long as any share of Non-Cumulative Preferred Stock remains outstanding, no dividend whatsoever shall be paid or declared and after no distribution made on any junior stock other than a dividend payable in junior stock, and no shares of junior stock shall be purchased, redeemed or otherwise acquired for consideration by the Association, directly or indirectly (other than as a result of a reclassification of junior stock, or the exchange or conversion of one junior stock for or into another junior stock, or other than through the use of the proceeds of a substantially contemporaneous sale of other junior stock), unless all dividends on all shares of non-cumulative Preferred Stock and non-cumulative Preferred Stock ranking on a parity as to dividends with the shares of Non-Cumulative Preferred Stock for the most recent dividend period ended prior to the date of such payment or declaration shall have been paid in full and all dividends on all shares of cumulative Preferred Stock ranking on a parity as to dividends with the issuance shares of Non-Cumulative Stock (notwithstanding that dividends on such stock are cumulative) for all past dividend periods shall have been paid in full. Subject to the “Issuance Date”foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors may be declared and paid on any junior stock from time to time out of any funds legally available therefor, and the Non-Cumulative Preferred Stock shall not be entitled to participate in any such dividends, whether payable in cash, stock or otherwise. No dividends shall be paid or declared upon any shares of Series C any class or series of stock of the Association ranking on a parity (whether dividends on such stock are cumulative or non-cumulative) with the Non-Cumulative Preferred Stock in the payment of dividends for any period unless at or prior to the time of such payment or declaration all dividends payable on the Non-Cumulative Preferred Stock for the most recent dividend period ended prior to the date of such payment or declaration shall have been paid in full. When dividends are not paid in full, as aforesaid, upon the Non-Cumulative Preferred Stock and any other series of Preferred Stock ranking on a parity as to dividends (whether dividends on such stock are cumulative or non-cumulative) with the Non-Cumulative Preferred Stock, all dividends declared upon the holders Non-Cumulative Preferred Stock and any other series of shares of Series C Preferred Stock ranking on a parity as to dividends with the Non-Cumulative Preferred Stock shall receive with respect be declared pro rata so that the amount of dividends declared per share on the Non-cumulative Preferred Stock and such other Preferred Stock shall in all cases bear to each other the same ratio that accrued dividends per share of Series C Preferred Stock, out of funds legally available for the payment of dividends, a cumulative dividend (the “Dividend Payment”) in an amount equal to the greater of (x) dividends at a rate of thirteen percent (13%) per annum based on the Liquidation Preference Amount (as defined in Section 4 hereof), and (y) dividends that would have accrued with respect to such share of Series C Non-cumulative Preferred Stock during (but without any accumulation in respect of any unpaid dividends for prior dividend periods on the applicable Dividend Period (as defined belowshares of Non-Cumulative Stock) if the holder and such other Preferred Stock bear to each other. No interest, or sum of such share had converted such share into Common Stock immediately prior to the record date money in lieu of interest, shall be payable in respect of any dividend declared payment or payments on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Non-Cumulative Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall which may be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stock, in shares of Common Stock, in an amount equal to the quotient of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to day, whether or not earned or declared, and shall be cumulative. In the case of shares of Series C Preferred Stock outstanding for less than a full year, dividends shall be pro rated based on the portion of each year during which such shares are outstanding. The Company shall be under no obligation to pay any such dividends to the extent that funds are not legally available therefor. Dividends on the Series C Preferred Stock are prior and in preference to any declaration or payment of any dividend or distribution (as defined below) on any shares of Junior Stockarrears.

Payment of Dividends. From and after Dividends on the date of the issuance (the “Issuance Date”) of any shares of Series C Preferred Stock, the holders of shares of Series C Preferred Stock shall receive with respect be payable, when and as declared by the Board of Directors on December 1 and June 1 of each year, commencing June 1, 2000 (each such date being hereinafter individually a "Dividend Payment Date" and collectively the "Dividend Payment Dates"), except that if such date is a Saturday, Sunday or legal holiday then such dividend shall be payable on the first immediately preceding calendar day which is not a Saturday, Sunday or legal holiday, to each share holders of Series C Preferred Stockrecord as they appear on the books of the Corporation on such respective dates, out not exceeding sixty days preceding such Dividend Payment Date, as may be determined by the Board of funds legally available for Directors in advance of the payment of dividendseach particular dividend. Dividends in arrears may be declared and paid at any time, a cumulative dividend (without reference to any regular Dividend Payment Date, to holders of record on such date as may be fixed by the “Dividend Payment”) Board of Directors of the Corporation. Dividends declared and paid in an amount equal arrears shall be applied first to the greater earliest dividend period or periods for which any dividends remain outstanding. The amount of (x) dividends at a payable per share of this Series for each dividend period shall be computed by dividing the annual rate of thirteen eight and one-half percent (138 1/2%) per annum based on the Liquidation Preference Amount by two (as defined in Section 4 hereof), and (y) dividends that would have accrued with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stock, in shares of Common Stock, in an amount equal to the quotient of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof2). The Dividend Payment shall accrue from day to day, whether or not earned or declared, Dividends payable on this Series for the initial period and shall be cumulative. In the case of shares of Series C Preferred Stock outstanding for any period less than a full year, dividends semi-annual period shall be pro rated based computed on the portion basis of each a 360-day year during which such shares are outstandingof twelve 30-day months. The Company Dividends shall be under no obligation to pay any such dividends payable in cash, provided that for each dividend declared and payable through December 1, 2000, the dividend payment shall be by payment in kind securities by issuance of additional shares of Preferred Stock with a liquidation value equal to the extent amount of the cash dividend payment which would have been paid ("PIK Dividend"). For each dividend payment due and payable after December 1, 2000, payment shall be by cash or by PIK Dividend at the election of the holders by written notice to the Corporation, provided that funds the Corporation shall only pay a PIK Dividend and not a cash dividend in the event the Corporation's earnings before deduction of interest, taxes, depreciation and amortization (EBITDA) for the six (6) months ended with the previous quarter (for the December 1 payment: the six (6) months ended September 30; and for the June 1 payment: the six (6) months ended March 31) are not legally available therefor. Dividends less than one hundred twenty-five percent (125%) of the Corporation's obligation for such dividend payment and for all other dividends and interest due and payable on all other outstanding securities of the Series C Preferred Stock are prior and in preference to any declaration or payment Corporation as of any dividend or distribution (as defined below) on any shares of Junior Stocksuch time.

Payment of Dividends. From Preferred Dividends may be paid only if, as and after when declared by the Board. Until the date of that is one year following the issuance (the “Issuance First Closing Date”) of any shares of Series C Preferred Stock, on or prior to each Dividend Payment Date, for each Dividend Period, the holders of shares of Series C Preferred Stock Board shall receive with respect to each share of Series C Preferred Stock, out of funds legally available for the payment of dividends, declare a cumulative cash dividend (the “Dividend Payment”) in an amount equal to 50% of the greater of (x) dividends at a rate of thirteen percent (13%) per annum based on the Liquidation Preference Amount (as defined in Section 4 hereof), and (y) dividends that would have accrued with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared on the Common Stock in for such Dividend Period. Any From and after the first anniversary of the First Closing Date, on or prior to each Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last day of the applicable Date, for each Dividend Period. Dividend Payments on , the Board (i) shall declare a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stock, in shares of Common Stock, dividend in an amount equal to 50% of the quotient of (i) the Preferred Dividend Payment divided by for such Dividend Period and (ii) may declare a cash dividend in an amount equal to an additional 12.5% of the Conversion Price Preferred Dividend for 11 To be deleted prior to filing in the event that the Requisite Stockholder Approval is received prior to the FIRB Approval. such Dividend Period. Except as set forth in this Section 4.2, the Board shall not declare any other cash dividends on the amount of the Preferred Dividends without the consent of the holders of a majority of the issued and outstanding Shares of Series B Convertible Preferred Stock (as defined in Section 5(c) hereofthe "Majority Holders"). The Any portion of the Preferred Dividend that is not declared and paid in cash on the applicable Dividend Payment Date with respect to its corresponding Dividend Period in accordance with this Section 4.2 shall accrue from day to dayand accumulate until the occurrence of a liquidation, whether redemption or not earned or declared, and shall be cumulative. In conversion of the case of shares of Series C B Convertible Preferred Stock outstanding for less than a full yearin accordance with the provisions of Section 5, dividends shall be pro rated based on Section 7 or Section 8. Notwithstanding the portion of each year during which such shares are outstanding. The Company shall be under no obligation to pay any such dividends foregoing, to the extent that funds are not legally available therefor. Dividends on the Series C Preferred Stock are prior Breach Rate applies, unless otherwise consented to by the Majority Holders, the difference between the Breach Rate and the Original Dividend Rate will be payable only in preference to any declaration or payment of any dividend or distribution (as defined below) on any shares of Junior Stockcash.

Payment of Dividends. From and after the date The holders of the issuance (the “Issuance Date”) of any shares of Series C Preferred Stock, the holders record of shares of Series C Preferred Stock shall receive with respect be entitled to each share of Series C Preferred Stockreceive, when, as, and if declared by the Board, out of funds legally available for the payment of dividendstherefor, a cumulative dividend (the “Dividend Payment”) in an amount equal to the greater of (x) cash dividends at a the rate of thirteen percent (13%) per annum based on 8.60% of the Liquidation Preference Amount (as defined in Section 4 hereof)per annum per share, and (y) which shall accrue from the last payment date through which dividends that would shall have accrued with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared been paid on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share shares of Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C 8.60% Cumulative Redeemable Preferred Stock, Series B, of American Health Properties, Inc. in shares respect of Common Stock, in an amount equal to the quotient of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to day, whether or not earned or declared, and shall be cumulative. In the case of which shares of Series C Preferred Stock outstanding for less than a full year, dividends shall are issued (the "Accrual Commencement Date") and be pro rated based payable quarterly in arrears on the portion last day of March, June, September and December of each year during (and, if the Series C Preferred Stock is issued on or before November 30, 1999, November 30, 1999) or, if such day is a non-business day, on the next business day (each of such dates, a "Dividend Payment Date"). Each declared dividend shall be payable to holders of record as they appear on the stock books of the Company at the close of business on the record dates therefor, which will be the 15th day of the calendar month in which the Dividend Payment Date falls or such shares are outstandingother date designated as such, that is not more than 50 nor less than 10 days preceding the payment dates therefor, as is determined by the Board or a duly authorized committee thereof (each of such dates, a "Record Date"). Quarterly dividend periods (each a "Dividend Period") shall commence on and include either (i) the Accrual Commencement Date or (ii) first day after the immediately preceding Dividend Period and shall end on and include the next scheduled Dividend Payment Date, without regard to whether it falls on a business day. The Company amount of dividends payable per share for each full Dividend Period shall be under no obligation to pay any such dividends computed by dividing by four the amount determined by applying the 8.60% annual dividend rate to the extent that funds are not legally available therefor$2,500.00 liquidation preference of such share. Dividends on the Series C Preferred Stock are prior shall accrue day by day and in preference to any declaration or payment shall be cumulative. The amount of any dividend or distribution (as defined below) payable for any other period shorter than a full Dividend Period shall be computed on the basis of a 360-day year composed of twelve 30-day months and the actual number of days elapsed in such period. Notwithstanding any shares provision to the contrary contained herein, each outstanding share of Junior StockSeries C Preferred Stock shall be entitled to receive, and shall receive, a dividend with respect to any Record Date equal to the dividend paid with respect to each other share of Series C Preferred Stock which is outstanding on such date.

Payment of Dividends. From and after the date of the issuance (the “Issuance Date”) of any shares of Series C Preferred Stock, the holders Holders of shares of Series C A Preferred Stock shall receive with respect be entitled to each share receive, when, as and if declared by the board of Series C Preferred Stockdirectors or a duly authorized committee thereof, out of funds legally available for therefor, noncumulative cash dividends at an annual rate (the "Annual Dividend Rate") of 8.75% of the amount of the per share liquidation preference of the Series A Preferred Stock. Such noncumulative cash dividends shall be payable, if declared, quarterly on January 1, April 1, July 1 and October 1 in each year, or, if such day is not a business day, then on the next business day (each such date being referred to herein as a "Dividend Payment Date"). The first Dividend Payment Date shall be October 1, 1997. Each declared dividend shall be payable to the holders of Series A Preferred Stock of record whose names appear on the stock books of the Company at the close of business on such record dates, not more than 60 calendar days nor less than 30 calendar days preceding the related Dividend Payment Date, as determined by the board of directors or a duly authorized committee thereof (each such date being referred to herein as a "Record Date"). Quarterly dividend periods (each a "Dividend Period") shall commence on and include December 1, March 1, June 1, and September 1 of each year and end on and include the day next preceding the commencement of the next following Dividend Period; provided, that the first Dividend Period shall commence on the day of the commencement of the Dividend Period in which shares of Series A Preferred Stock first shall be issued and outstanding and shall end on and include the last day of such Dividend Period, it being hereby intended that such First Dividend Period shall permit the payment of dividendsdividends on the Series A Preferred Stock in the amount sufficient to equal the full dividend in respect of such Dividend Period that would be paid in respect of the Glendale Federal Series E Preferred Stock in exchange for which the Series A Preferred Stock is to be issued if the Series E Preferred Stock had remained outstanding throughout such Dividend Period, a cumulative dividend (but no more than such amount shall be paid in the “aggregate in respect of such Dividend Payment”) in Period on the Glendale Federal Series E Preferred Stock and the Series A Preferred Stock taken together. The amount of dividends per share for each full Dividend Period shall be computed by dividing by four an amount equal to the greater of (x) dividends at a rate of thirteen percent (13%) per annum based on the Liquidation Preference Amount (as defined in Section 4 hereof), and (y) dividends that would have accrued with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stock, in shares of Common Stock, in an amount equal to the quotient of (i) the Annual Dividend Payment divided by Rate, (ii) multiplied by the Conversion Price (as defined in Section 5(c) hereof)amount of the liquidation preference of such share. The Dividend Payment shall accrue from day to day, whether or not earned or declared, and shall be cumulative. In the case Dividends for any period of shares of Series C Preferred Stock outstanding for less than a full year, dividends three months shall be pro rated based computed on the portion basis of each a 360-day year during which composed of twelve 30 day months and the actual number of days elapsed in such shares are outstandingperiod. The Company shall be under no obligation to pay any such dividends to the extent that funds are not legally available therefor. Dividends on the Series C Preferred Stock are prior and in preference to any declaration or payment of any dividend or distribution (as defined below) on any shares of Junior Stock.B.

Payment of Dividends. From and after the date of the issuance (the “Issuance Date”) of any shares of Series C Preferred Stock, the holders Holders of shares of Series C A Preferred -------------------- Stock shall receive with respect be entitled to each share receive, when, as and if declared by the board of Series C Preferred Stockdirectors or a duly authorized committee thereof, out of funds legally available for therefor, noncumulative cash dividends at an annual rate (the "Annual Dividend --------------- Rate") of 8.75% of the amount of the per share liquidation preference of the ---- Series A Preferred Stock. Such noncumulative cash dividends shall be payable, if declared, quarterly on January 1, April 1, July 1 and October 1 in each year, or, if such day is not a business day, then on the next business day (each such date being referred to herein as a "Dividend Payment Date"). The first Dividend --------------------- Payment Date shall be October 1, 1997. Each declared dividend shall be payable to the holders of Series A Preferred Stock of record whose names appear on the stock books of the Company at the close of business on such record dates, not more than 60 calendar days nor less than 30 calendar days preceding the related Dividend Payment Date, as determined by the board of directors or a duly authorized committee thereof (each such date being referred to herein as a "Record Date"). Quarterly dividend periods (each a "Dividend Period") shall ----------- --------------- commence on and include December 1, March 1, June 1, and September 1 of each year and end on and include the day next preceding the commencement of the next following Dividend Period; provided, that the first Dividend Period shall -------- commence on the day of the commencement of the Dividend Period in which shares of Series A Preferred Stock first shall be issued and outstanding and shall end on and include the last day of such Dividend Period, it being hereby intended that such First Dividend Period shall permit the payment of dividendsdividends on the Series A Preferred Stock in the amount sufficient to equal the full dividend in respect of such Dividend Period that would be paid in respect of the Glendale Federal Series E Preferred Stock in exchange for which the Series A Preferred Stock is to be issued if the Series E Preferred Stock had remained outstanding throughout such Dividend Period, a cumulative dividend (but no more than such amount shall be paid in the “aggregate in respect of such Dividend Payment”) in Period on the Glendale Federal Series E Preferred Stock and the Series A Preferred Stock taken together. The amount of dividends per share for each full Dividend Period shall be computed by dividing by four an amount equal to the greater of (x) dividends at a rate of thirteen percent (13%) per annum based on the Liquidation Preference Amount (as defined in Section 4 hereof), and (y) dividends that would have accrued with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stock, in shares of Common Stock, in an amount equal to the quotient of (i) the Annual Dividend Payment divided by Rate, (ii) multiplied by the Conversion Price (as defined in Section 5(c) hereof)amount of the liquidation preference of such share. The Dividend Payment shall accrue from day to day, whether or not earned or declared, and shall be cumulative. In the case Dividends for any period of shares of Series C Preferred Stock outstanding for less than a full year, dividends three months shall be pro rated based computed on the portion basis of each a 360-day year during which composed of twelve 30 day months and the actual number of days elapsed in such shares are outstanding. The Company shall be under no obligation to pay any such dividends to the extent that funds are not legally available therefor. Dividends on the Series C Preferred Stock are prior and in preference to any declaration or payment of any dividend or distribution (as defined below) on any shares of Junior Stockperiod.

Payment of Dividends. From and after the date of the issuance (the “Issuance Date”) of any shares of Series C Preferred Stock, the The holders of shares of Series C the Preferred Stock shall receive with respect be entitled to each share receive, when, as and if declared by the Board of Series C Preferred StockDirectors, out of funds of the Company legally available for the payment of dividendstherefor, a cumulative dividend (the “Dividend Payment”) in an amount equal to the greater of (x) noncumulative cash dividends at a the rate of thirteen percent (13%) per annum based on of 7.5% of the Liquidation Preference Amount per share, and no more. Such noncumulative cash dividends shall be payable, if declared, quarterly in arrears on February 15, May 15, August 15 and November 15, of each year, or, if such day is not a Business Day (as defined in Section 4 hereofbelow), and on the next Business Day (y) dividends that would have accrued with respect each such date, a "Dividend Payment Date"). The first Dividend Payment Date shall be [ ], 2000 (the "Initial Dividend Payment Date"). Each declared dividend shall be payable to such share holders of Series C record of the Preferred Stock during as they appear on the applicable stock books of the Company at the close of business on such record dates, not more than sixty (60) calendar days nor less than ten (10) calendar days preceding the Dividend Payment Date therefor, as determined by the Board of Directors (each such date, a "Record Date"); provided, however, that if a redemption date for the Preferred Stock occurs after a dividend is declared but before it is paid, such dividend shall be paid as part of the redemption price to the person to whom the redemption price is paid. Quarterly dividend periods (each, a "Dividend Period") shall commence on and include the first day, and shall end on and include the last day, of the calendar quarter that immediately precedes the calendar quarter in which the corresponding Dividend Payment Date occurs. The dividend to be paid to holders of the Preferred Stock on the Initial Dividend Payment Date shall be payable in respect of the Dividend Period (the "Initial Dividend Period") commencing on and including the Issue Date (as defined below) if and ending on and including [last day of quarterly period]. "Business Day" shall mean any day except a Saturday, a Sunday, or any day on which banking institutions in New York, New York are required or authorized by law or other governmental action to be closed. The amount of dividends payable on each share of the holder of such share had converted such share into Common Preferred Stock immediately prior to the record date of any dividend declared outstanding on the Common Stock in such a Record Date for each full Dividend Period. Any Dividend Payment referred to in clause (y) above Period shall be deemed to have accrued with respect $18.75. The amount of dividends payable for any Dividend Period which, as to a share of Series C Preferred Stock as (determined by reference to the redemption or retirement date thereof), is other than a full three (3) months shall be computed on the basis of the last number of days elapsed in the period using a 360-day year composed of twelve (12) thirty (30) -day months. Holders of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall not be cumulative whether entitled to any interest, or not declared from the date any sum of issue money in lieu of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stockinterest, in shares of Common Stock, in an amount equal to the quotient of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to day, whether or not earned or declared, and shall be cumulative. In the case of shares of Series C Preferred Stock outstanding for less than a full year, dividends shall be pro rated based on the portion of each year during which such shares are outstanding. The Company shall be under no obligation to pay any such dividends to the extent that funds are not legally available therefor. Dividends on the Series C Preferred Stock are prior and in preference to any declaration or payment respect of any dividend payment or distribution (as defined below) payments on any shares the Preferred Stock declared by the Board of Junior Directors which may be unpaid. Any dividend payment made on the Preferred Stock shall first be credited against the earliest declared but unpaid cash dividend with respect to the Preferred Stock.

Payment of Dividends. From If, as and after when declared by the date of the issuance (the “Issuance Date”) of any shares of Series C Preferred StockBoard, the holders of shares of Series C Preferred Stock shall receive with respect to each share of Series C Preferred Stockin its sole discretion, out of funds legally available therefor, the Company shall make each dividend payment on the Series A Preferred Stock in cash on the last day of June and December of each calendar year (each such date, a “Dividend Payment Date”) at the applicable Dividend Rate. The record date for the payment of dividends, a cumulative dividend (the “Dividend Payment”) in an amount equal to the greater of (x) dividends at a rate of thirteen percent (13%) per annum based on the Liquidation Preference Amount Series A Preferred Stock will be the fifteenth (as defined in Section 4 hereof)15th) day of the calendar month of the applicable Dividend Payment Date, whether or not such date is a Business Day, and (y) dividends shall only be payable to registered holders of record of the Series A Preferred Stock as such holders appear on the stock register of the Company at the close of business on the related record date. If any Dividend Payment Date is not a Business Day, the applicable payment shall be due on the next succeeding Business Day. All dividends that would have accrued are not paid in cash shall remain accumulated dividends with respect to each such share of Series C A Preferred Stock during the applicable Dividend Period (as defined below) if until paid to the holder of such share had converted such share into Common Stock immediately prior thereof. Notwithstanding anything to the record date contrary in the foregoing, unless the issuance of any dividend declared on shares upon conversion of the Series A Preferred Stock and Series B Preferred Stock has been approved by holders of the Common Stock in accordance with applicable NASDAQ shareholder approval requirements, if upon any Dividend Payment Date all accrued and unpaid dividends payable on such Dividend Period. Any Dividend Payment referred to Date would result in clause (y) above shall be deemed to have accrued with respect to a share the number of shares of Common Stock into which the outstanding Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C A Preferred Stock and shall Series B Preferred Stock, considered collectively, could be paid by converted to be in excess of 13,297,975 shares of Common Stock (as adjusted for any event set forth in Section 8.7), then the Company quarterly must make each dividend payment on the Series A Preferred Stock on each such Dividend Payment Date in arrears (cash except to the extent funds are legally available therefor) on the first prohibited by applicable Delaware law (and any such accrued and unpaid dividends resulting in conversion in excess of July, October, January and April (each such quarterly period, a “threshold prior to any such Dividend Period”) Payment Date must be paid in cash or, at the option of a holder upon any conversion of the Series C A Preferred Stock, Stock in accordance with Section 8 rather than converting into shares of Common Stock). If the Company fails to pay in cash in the circumstances contemplated by the preceding sentence, then any dividends otherwise payable on such Dividend Payment Date (or upon conversion of the Series A Preferred Stock for any accrued and unpaid dividends prior to any such Dividend Payment Date in an amount equal the circumstances contemplated in the preceding sentence) shall continue to accrue and accumulate at a Dividend Rate of 6.00% per annum, for the period from and including the first Dividend Payment Date (or upon conversion for any accrued and unpaid dividends prior to any such Dividend Payment Date in the circumstances contemplated in the preceding sentence) upon which the Company fails to pay in cash through but not including the last day upon which the Company pays in cash all such accrued and accumulated dividends that are payable only in cash pursuant to the quotient of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to day, whether or not earned or declared, and shall be cumulative. In the case of shares of Series C Preferred Stock outstanding for less than a full year, dividends shall be pro rated based on the portion of each year during which such shares are outstanding. The Company shall be under no obligation to pay any such dividends to the extent that funds are not legally available therefor. Dividends on the Series C Preferred Stock are prior and in preference to any declaration or payment of any dividend or distribution (as defined below) on any shares of Junior Stockpreceding sentence.

Payment of Dividends. From Subject to the rights of holders of Parity Preferred Units as to the payment of dividends and holders of equity securities issued after the date hereof in accordance herewith ranking senior to the Series 7 Preferred Units as to payment of dividends, holders of Series 7 Preferred Units shall be entitled to receive, when and as declared by the Board of Directors of the issuance (the “Issuance Date”) of any shares of Series C Preferred Stock, the holders of shares of Series C Preferred Stock shall receive with respect to each share of Series C Preferred StockPartnership, out of funds legally available for the payment of dividends, a cumulative dividend (the “Dividend Payment”) in an amount equal to the greater of (x) preferential cash dividends at a the rate of thirteen percent (13%) per annum based on of 6.0% of the Liquidation Preference Amount $25.00 liquidation preference per Series 7 Preferred Unit (as defined in Section 4 hereofequivalent to $1.50 per annum per Series 7 Preferred Unit), and (y) . Such dividends that would have accrued with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of Julycumulative, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stock, in shares of Common Stock, in an amount equal to the quotient of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to day, whether or not earned or declaredand including the original date of issuance, and shall be cumulative. In payable in cash (a) quarterly (such quarterly periods for purposes of payment and accrual will be the case of shares of Series C Preferred Stock outstanding for less than a full year, dividends shall be pro rated based quarterly periods ending on the portion dates specified in this sentence) in arrears, on or about March 31, June 30, September 30 and December 31 of each year during commencing on December 31, 2012 and, (b) in the event of a redemption, on the redemption date (each a “Dividend Payment Date”); provided that if any Dividend Payment Date is not a Business Day (as defined herein), then payment of the dividend which would otherwise have been payable on such shares are outstandingdate shall be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such Dividend Payment Date. The Company amount of the dividend payable for any period shall be under no obligation computed on the basis of a 360-day year consisting of twelve 30-day months and for any partial dividend period, the amount of the dividend payable shall be prorated and be computed on the basis of the ratio of the actual number of days elapsed in such period to pay any such dividends to the extent that funds are not legally available thereforninety (90) days. Dividends on the Series C 7 Preferred Stock are Units shall be made to the holders of record of the Series 7 Preferred Units on the close of business on the first day of the month in which the Dividend Payment Date occurs, or on such other record dates to be fixed by the Board of Directors, which record dates shall be not less than 10 days and not more than 30 Business Days prior and in preference to any declaration or payment of any dividend or distribution the relevant Dividend Payment Date (as defined below) on any shares of Junior Stockeach a “Dividend Record Date”).

Payment of Dividends. From and after The holders of Series A Preferred Units shall be entitled to receive cumulative preferential cash dividends at the rate per annum of $0.4675 per Series A Preferred Unit. Such dividends shall be cumulative, shall accrue from the original date of the issuance (the “Issuance Date”) of any shares of Series C Preferred Stock, the holders of shares of Series C Preferred Stock shall receive with respect to each share of Series C Preferred Stock, out of funds legally available for the payment of dividends, a cumulative dividend (the “Dividend Payment”) in an amount equal to the greater of (x) dividends at a rate of thirteen percent (13%) per annum based on the Liquidation Preference Amount (as defined in Section 4 hereof), and (y) dividends that would have accrued with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stock, in shares of Common Stock, in an amount equal to the quotient of payable (i) in semiannual installments in arrears, on the fifteenth day (or, if not a Business Day, the next succeeding Business Day) of February and August of each year commencing on August 15, 1999 and, in the event of a conversion or exchange of Series A Preferred Units, on the conversion or exchange date, as the case may be (each a "Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereofDate"). The Dividend Payment shall accrue from day to day, whether or not earned or declared, and amount of the dividend payable for any period shall be cumulative. In computed on the case basis of shares a 360-day year of Series C Preferred Stock outstanding twelve 30-day months and for less any period shorter than a full semiannual period for which dividends are computed, the amount of the dividend payable shall be computed on the basis of the actual number of days elapsed in such a 30-day month. If any date on which dividends are to be paid on the Series A Preferred Units is not a Business Day, then payment of such dividend shall be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, dividends such payment shall be pro rated based made on the portion of immediately preceding Business Day, in each year during which case with the same force and effect as if made on such shares are outstanding. The Company shall be under no obligation to pay any such dividends to the extent that funds are not legally available therefordate. Dividends on the Series C A Preferred Stock are prior and in preference Units shall be made to any declaration or payment the holders of record of the Series A Preferred Units on the relevant record dates to be fixed by the Partnership acting through the General Partner, which record dates shall be the same day as the record date for any dividend payable on Junior Units, with respect to the same period, or, if no such dividend is payable in respect of the Junior Units, the 1st day of the calendar month in which the applicable dividend falls or distribution on such earlier date designated on at least ten (10) days' notice by the Board of Trustees of the General Partner as defined belowthe record date for such dividend that is not more than thirty (30) on any shares of Junior Stocknor less than ten (10) days prior to such Dividend Payment Date (the "Record Date").

Payment of Dividends. From and after the date No dividends or other distributions shall accrue or be payable on or in respect of the issuance Series A Preferred Stock prior to January 1, 1999 (the “Issuance "COMMENCEMENT DATE"). Dividends shall commence accruing on the Series A Preferred Stock on the Commencement Date”) , and unless and until all of any shares of the Series C A Preferred StockStock has been exchanged or redeemed by the Corporation pursuant to Section 5 or Section 6, the holders of shares of Series C A Preferred Stock shall be entitled to receive with respect cash dividends, out of any funds legally available therefor, prior and in preference to each any declaration or payment of any dividend (other than a dividend payable in Common Stock of the Corporation) on the Common Stock and to any declaration or payment of any dividend on any other series of Preferred Stock of the Corporation ranking, as to dividends and distributions, junior to the Series A Preferred Stock (other than dividends payable in Common Stock or Preferred Stock ranking, as to dividends and distributions, junior to the Series A Preferred Stock), at the respective annual rates per share of Series C A Preferred Stock, out of funds legally available Stock set forth below (as adjusted for the payment of any stock dividends, a cumulative dividend (the “Dividend Payment”) in an amount equal to the greater of (x) dividends at a rate of thirteen percent (13%) per annum based on the Liquidation Preference Amount (as defined in Section 4 hereof), and (y) dividends that would have accrued combinations or splits with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared shares), payable quarterly on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last day of the applicable March, June, September, and December each year commencing on March 31, 1999: Calendar Year Annual Dividend Period. Dividend Payments on a share of Series C Preferred Stock 1999 $4.72 2000 5.36 2001 6.00 2002 6.64 2003 7.32 2004 7.96 and thereafter Such dividends shall accrue on each share and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stock, in shares of Common Stock, in an amount equal to the quotient of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to day, whether or not earned or declared, and shall be cumulativecumulative so that if such dividends with respect to any previous quarterly dividend period at said rate per share per annum shall not have been paid on or declared and set apart for all shares of Series A Preferred Stock at the time outstanding, the deficiency shall be fully paid on or declared and set apart for such shares before the Corporation makes any distribution (as such term is hereinafter defined) to the holders of Common Stock or any other series of Preferred Stock ranking, as to dividends and distributions, junior to the Series A Preferred Stock. In The term "DISTRIBUTION" as used in this Section 2(a) shall mean the case transfer of cash or property without consideration, whether by way of dividend or otherwise (except a dividend in shares of the Corporation that are junior to the Series A Preferred Stock as to dividends and distributions and except as contemplated by this Certificate of Designations) to the holders of shares of Series C Preferred capital stock of the Corporation, in such holders' capacity as such, or the purchase or redemption of shares of the Corporation for cash or property (except for the repurchase of Common Stock outstanding for less than a full yearfrom employees, dividends shall be pro rated based on directors, consultants and advisers pursuant to the portion terms of each year during stock purchase agreements under which such shares are outstandingissued), including any such transfer, purchase or redemption by a subsidiary of the Corporation. The Company time of any distribution by way of dividend shall be under no obligation to pay any such dividends to the extent that funds are not legally available therefor. Dividends on date of declaration thereof and the Series C Preferred Stock are prior and in preference to any declaration or payment time of any dividend distribution by purchase or redemption of shares shall be the day cash or property is transferred by the Corporation, whether or not pursuant to a contract of an earlier date; provided that, where a negotiable debt security is issued in exchange for shares, the time of the distribution is the date when the Corporation acquires the shares in such exchange. (as defined below) on any shares of Junior Stock.B)

Payment of Dividends. From and after the date The holders of the issuance (the “Issuance Date”) of any shares of Series C Preferred Stock, the holders record of shares of Series C A Preferred Stock shall be entitled to receive with respect cumulative dividends at the rate of 8% of Stated Value per annum per share, which shall accrue and be payable quarterly in arrears on the first day of March, June, September and December in each year, commencing on the date of issuance, or, if such day is a non-business day, on the next business day (each such date, a "Dividend Payment Date"). The Board shall declare, and the Company shall distribute, to each share of Series C Preferred Stock, the extent and out of funds legally available for the payment of therefor, such accrued dividends, a cumulative dividend (the “Dividend Payment”) in an amount equal which shall be payable to the greater holders of (x) dividends at a rate of thirteen percent (13%) per annum based record as they appear on the Liquidation Preference Amount (as defined in Section 4 hereof)stock books of the Company at the close of business on such record date, and (y) dividends that would have accrued with respect to such share of Series C Preferred Stock during not more than 60 calendar days preceding the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock Date therefor, as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid is determined by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April Board or a duly authorized committee thereof (each such quarterly perioddate, a “"Record Date"). Quarterly dividend periods (each a "Dividend Period”") in cash orshall commence on and include the first day of March, at the option of a holder of the Series C Preferred StockJune, in shares of Common Stock, in an amount equal to the quotient of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to day, whether or not earned or declared, September and shall be cumulative. In the case of shares of Series C Preferred Stock outstanding for less than a full year, dividends shall be pro rated based on the portion December of each year during which such shares are outstanding. The Company and shall be under no obligation to pay any such dividends to end on and include the extent that funds are not legally available therefordate preceding the next following Dividend Payment Date. Dividends on the Series C A Preferred Stock are shall be payable in cash; provided, however, the Company may, in its sole discretion, pay dividends for the then current Dividend Period (but not for delinquent dividends for prior and Dividend Periods unless authorized by the holders of at least a majority of the then outstanding shares of Series A Preferred Stock) in preference to any declaration or payment shares of any dividend or distribution Common Stock if the net income before provision for income taxes of the Company as determined in accordance with generally accepted accounting principles (as defined below"GAAP") on any shares a consolidated basis, for the Dividend Period immediately preceding the Dividend Payment Date is less than One Million Dollars ($1,000,000). Whenever the distribution provided for in this Section 2(a) shall be payable in Common Stock, the value of Junior Stock.such distribution shall be determined as of the date of declaration, as follows:

Payment of Dividends. From and after Dividends on the date of the issuance (the “Issuance Date”) of any shares of Series C Preferred Stock, the holders of shares of Series C Preferred Stock shall receive with respect be payable, when and as declared by the Board of Directors on December 1 and June 1 of each year, commencing June 1, 2000 (each such date being hereinafter individually a "Dividend Payment Date" and collectively the "Dividend Payment Dates"), except that if such date is a Saturday, Sunday or legal holiday then such dividend shall be payable on the first immediately preceding calendar day which is not a Saturday, Sunday or legal holiday, to each share holders of Series C Preferred Stockrecord as they appear on the books of the Corporation on such respective dates, out not exceeding sixty days preceding such Dividend Payment Date, as may be determined by the Board of funds legally available for Directors in advance of the payment of dividendseach particular dividend. Dividends in arrears may be declared and paid at any time, a cumulative dividend (without reference to any regular Dividend Payment Date, to holders of record on such date as may be fixed by the “Dividend Payment”) Board of Directors of the Corporation. Dividends declared and paid in an amount equal arrears shall be applied first to the greater earliest dividend period or periods for which any dividends remain outstanding. The amount of (x) dividends at a payable per share of this Series for each dividend period shall be computed by dividing the annual rate of thirteen eight percent (138%) per annum based on the Liquidation Preference Amount by two (as defined in Section 4 hereof), and (y) dividends that would have accrued with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stock, in shares of Common Stock, in an amount equal to the quotient of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof2). The Dividend Payment shall accrue from day to day, whether or not earned or declared, Dividends payable on this Series for the initial period and shall be cumulative. In the case of shares of Series C Preferred Stock outstanding for any period less than a full year, dividends semi-annual period shall be pro rated based computed on the portion basis of each a 360- day year during which such shares are outstandingof twelve 30-day months. The Company Dividends shall be under no obligation to pay any such dividends payable in cash, provided that for each dividend declared and payable through December 1, 2000, the dividend payment shall be by payment in kind securities by issuance of additional shares of Preferred Stock with a liquidation value equal to the extent amount of the cash dividend payment which would have been paid ("PIK Dividend"). For each dividend payment due and payable after December 1, 2000, payment shall be by cash or by PIK Dividend at the election of the holders by written notice to the Corporation, provided that funds the Corporation shall only pay a PIK Dividend and not a cash dividend in the event the Corporation's earnings before deduction of interest, taxes, depreciation and amortization (EBITDA) for the six (6) months ended with the previous quarter (for the December 1 payment: the six (6) months ended September 30; and for the June 1 payment: the six (6) months ended March 31) are not legally available therefor. Dividends less than one hundred twenty-five percent (125%) of the Corporation's obligation for such dividend payment and for all other dividends and interest due and payable on all other outstanding securities of the Series C Preferred Stock are prior and in preference to any declaration or payment Corporation as of any dividend or distribution (as defined below) on any shares of Junior Stocksuch time.

Payment of Dividends. From and after the date (i) The holders of the issuance (the “Issuance Date”) of any shares of Series C Preferred Stock, the holders record of shares of Series C C-1 Preferred Stock shall receive with respect be entitled to receive, and the Company shall be required to declare and pay, out of any assets at the time legally available therefor, cumulative dividends at the Specified Rate per share per annum, commencing March 31, 2021, and payable quarterly in arrears on each of March 31, June 30, September 30 andDecember 31 (each, a “Dividend Payment Date”), at theoption of the Company in cash or through the issuance of shares of Common Stock. Dividends on each outstanding share of Series C C-1 Preferred Stockwill accrue whether or not such dividends have been declared and whether or not there are profits, out surplus or other funds of funds the Company legally available for the payment of dividends, a cumulative dividend . In the event that the Company elects (the “Dividend Payment”) in an amount equal to the greater of (x) dividends at a rate of thirteen percent (13%) per annum based on the Liquidation Preference Amount (as defined in Section 4 hereof), and (y) dividends that would have accrued with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be or is deemed to have accrued with respect elected) to a share of Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stock, pay dividends in shares of Common Stock, in an amount equal to the quotient of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to day, whether or not earned or declared, and shall be cumulative. In the case number of shares of Series C Preferred Common Stock outstanding for less than a full year, dividends to be issued to each applicable holder shall be pro rated based on determined by dividing the portion total dividend then being paid to such holder in shares of each year during which such shares are outstanding. The Company shall be under no obligation to pay any such dividends to Common Stock by the extent that funds are not legally available therefor. Dividends on the Series C Preferred Stock are prior and in preference to any declaration or payment of any dividend or distribution Price Per Share (as defined below) as of theapplicable Dividend Payment Date, and rounding up to the nearest whole share (the “Dividend Shares”). With respect to any Dividend Payment Date, to the extent that dividends on the shares of Series C-1 Preferred arenot declared and paid in cash on any shares such Dividend Payment Date, the Company shall be deemed to have elected to declare and pay dividends with respect to such Dividend Payment Date through the issuance of Junior Stock.Dividend Shares on such Dividend Payment Date. If the Company shall elect to declare andpay dividends hereunder in a form that consists of a combination of cash and an issuance of Dividend Shares, each holder of the Series C-1 Preferred shall receive the same proportion of cash and Dividend Shares. As used herein, “

Payment of Dividends. From Preferred Dividends may be paid only if, as and after when declared by the Board. Until the date of that is one year following the issuance (the “Original Issuance Date”) of any shares of Series C Preferred Stock, on or prior to each Dividend Payment Date, for each Dividend Period, the holders of shares of Series C Preferred Stock Board shall receive with respect to each share of Series C Preferred Stock, out of funds legally available for the payment of dividends, declare a cumulative cash dividend (the “Dividend Payment”) in an amount equal to 50% of the greater of (x) dividends at a rate of thirteen percent (13%) per annum based on the Liquidation Preference Amount (as defined in Section 4 hereof), and (y) dividends that would have accrued with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared on the Common Stock in for such Dividend Period. Any From and after the first anniversary of the Original Issuance Date, on or prior to each Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last day of the applicable Date, for each Dividend Period. Dividend Payments on , the Board (i) shall declare a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stock, in shares of Common Stock, dividend in an amount equal to 50% of the quotient of (i) the Preferred Dividend Payment divided by for such Dividend Period and (ii) may declare a cash dividend in an amount equal to an additional 12.5% of the Conversion Price Preferred Dividend for such Dividend Period. Except as set forth in this Section 4.2, the Board shall not declare any other cash dividends on the amount of the Preferred Dividends without the consent of the holders of a majority of the issued and outstanding Shares of Series B-1 Convertible Preferred Stock (as defined in Section 5(c) hereofthe "Majority Holders"). The Any portion of the Preferred Dividend that is not declared and paid in cash on the applicable Dividend Payment Date with respect to its corresponding Dividend Period in accordance with this Section 4.2 shall accrue from day to dayand accumulate until the occurrence of a liquidation, whether redemption or not earned or declared, and shall be cumulative. In conversion of the case of shares of Series C B-1 Convertible Preferred Stock outstanding for less than a full yearin accordance with the provisions of Section 5, dividends shall be pro rated based on Section 7 or Section 8. Notwithstanding the portion of each year during which such shares are outstanding. The Company shall be under no obligation to pay any such dividends foregoing, to the extent that funds are not legally available therefor. Dividends on the Series C Preferred Stock are prior Increased Dividend Rate applies, unless otherwise consented to by the Majority Holders, the difference between the Increased Dividend Rate and the Original Dividend Rate will be payable only in preference to any declaration or payment of any dividend or distribution (as defined below) on any shares of Junior Stockcash.

Payment of Dividends. From Subject to the rights of holders of Parity Preferred Units as to the payment of dividends and holders of equity securities issued after the date hereof in accordance herewith ranking senior to the Series 7 Preferred Units as to payment of dividends, holders of Series 7 Preferred Units shall be entitled to receive, when and as declared by the Board of Directors of the issuance (the “Issuance Date”) of any shares of Series C Preferred Stock, the holders of shares of Series C Preferred Stock shall receive with respect to each share of Series C Preferred StockPartnership, out of funds legally available for the payment of dividends, a cumulative dividend (the “Dividend Payment”) in an amount equal to the greater of (x) preferential cash dividends at a the rate of thirteen percent (13%) per annum based on of 6.0% of the Liquidation Preference Amount $25.00 liquidation preference per Series 7 Preferred Unit (as defined in Section 4 hereofequivalent to $1.50 per annum per Series 7 Preferred Unit), and (y) . Such dividends that would have accrued with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of Julycumulative, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stock, in shares of Common Stock, in an amount equal to the quotient of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to day, whether or not earned or declaredand including the original date of issuance, and shall be cumulative. In payable in cash (a) quarterly (such quarterly periods for purposes of payment and accrual will be the case of shares of Series C Preferred Stock outstanding for less than a full year, dividends shall be pro rated based quarterly periods ending on the portion dates specified in this sentence) in arrears, on or about March 31, June 30, September 30 and December 31 of each year during commencing on December 31, 2012 and, (b) in the event of a redemption, on the redemption date (each a "Dividend Payment Date"); provided that if any Dividend Payment Date is not a Business Day (as defined herein), then payment of the dividend which would otherwise have been payable on such shares are outstandingdate shall be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such Dividend Payment Date. The Company amount of the dividend payable for any period shall be under no obligation computed on the basis of a 360-day year consisting of twelve 30-day months and for any partial dividend period, the amount of the dividend payable shall be prorated and be computed on the basis of the ratio of the actual number of days elapsed in such period to pay any such dividends to the extent that funds are not legally available thereforninety (90) days. Dividends on the Series C 7 Preferred Stock are Units shall be made to the holders of record of the Series 7 Preferred Units on the close of business on the first day of the month in which the Dividend Payment Date occurs, or on such other record dates to be fixed by the Board of Directors, which record dates shall be not less than 10 days and not more than 30 Business Days prior and in preference to any declaration or payment of any dividend or distribution the relevant Dividend Payment Date (as defined below) on any shares of Junior Stockeach a "Dividend Record Date ").

Payment of Dividends. From Holders of the Series A Preferred Stock are entitled to receive when, as and after if declared by the Board of Directors, out of the funds of the Corporation legally available therefore cash dividends in an amount equal to $0.60 per share, payable semi-annually, on June 15 and December 15 in each year commencing on June 15, 1998, except that if any such day is not a business day in Houston, Texas, then such dividends shall be payable on the next succeeding business day (each such date on which a dividend is payable is referred to herein as a "Dividend Payment Date"). At the option of the Corporation, upon declaration of the Board of Directors, dividends may be paid, in whole or in part, by issuing additional fully paid and non-assessable shares of the Series A Preferred Stock (the "Preferred Dividend Stock") in an amount equal to .0675 additional shares of Series A Preferred Stock for each Series A Preferred Stock then issued and outstanding, payable semi-annually on each Dividend Payment Date. Dividends on the Series A Preferred Stock are cumulative from the date of the original issuance (the “Issuance Date”) of any shares of Series C Preferred Stock, the holders of shares of Series C Preferred Stock shall receive with respect to each share of Series C A Preferred Stock, out and will be payable, when, as and if declared, to holders of record on the applicable record date as shall be fixed by the Board of Directors. Dividends in arrears may be declared and paid at any time, without reference to any regular dividend payment date, to holders of record on such date not exceeding 60 days preceding the payment date thereof, as may be fixed by the Board of Directors. The amount of Preferred Dividend Stock issuable to a holder by way of a dividend shall be computed on the basis of the aggregate number of shares of Series A Preferred Stock registered in such holder's name on the record date fixed for the payment of such dividend plus the amount of accrued but not declared dividends of Preferred Dividend Stock. Dividends payable for any period less than a full semi-annual period shall be computed on the basis of a 360-day year of twelve 30-day months. Dividends shall accrue whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, a cumulative dividend (the “Dividend Payment”) in an amount equal to the greater of (x) . Accrued but unpaid dividends at a rate of thirteen percent (13%) per annum based on the Liquidation Preference Amount (as defined in Section 4 hereof), and (y) dividends that would have accrued with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or will not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stock, in shares of Common Stock, in an amount equal to the quotient of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to day, whether or not earned or declared, and shall be cumulative. In the case of shares of Series C Preferred Stock outstanding for less than a full year, dividends shall be pro rated based on the portion of each year during which such shares are outstanding. The Company shall be under no obligation to pay any such dividends to the extent that funds are not legally available therefor. Dividends on the Series C Preferred Stock are prior and in preference to any declaration or payment of any dividend or distribution (as defined below) on any shares of Junior Stockbear interest.

Payment of Dividends. From If, as and after when declared by the date of the issuance (the “Issuance Date”) of any shares of Series C Preferred StockBoard, the holders of shares of Series C Preferred Stock shall receive with respect to each share of Series C Preferred Stockin its sole discretion, out of funds legally available therefor, the Company shall make each dividend payment on the Series B Preferred Stock in cash on the last day of June and December of each calendar year (each such date, a “Dividend Payment Date”) at the applicable Dividend Rate. The record date for the payment of dividends, a cumulative dividend (the “Dividend Payment”) in an amount equal to the greater of (x) dividends at a rate of thirteen percent (13%) per annum based on the Liquidation Preference Amount Series B Preferred Stock will be the fifteenth (as defined in Section 4 hereof)15th) day of the calendar month of the applicable Dividend Payment Date, whether or not such date is a Business Day, and (y) dividends shall only be payable to registered holders of record of the Series B Preferred Stock as such holders appear on the stock register of the Company at the close of business on the related record date. If any Dividend Payment Date is not a Business Day, the applicable payment shall be due on the next succeeding Business Day. All dividends that would have accrued are not paid in cash shall remain accumulated dividends with respect to each such share of Series C B Preferred Stock during the applicable Dividend Period (as defined below) if until paid to the holder of such share had converted such share into Common Stock immediately prior thereof. Notwithstanding anything to the record date contrary in the foregoing, unless the issuance of any dividend declared on shares upon conversion of the Series A Preferred Stock and Series B Preferred Stock has been approved by holders of the Common Stock in accordance with applicable NASDAQ shareholder approval requirements, if upon any Dividend Payment Date all accrued and unpaid dividends payable on such Dividend Period. Any Dividend Payment referred to Date would result in clause (y) above shall be deemed to have accrued with respect to a share the number of shares of Common Stock into which the outstanding Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C A Preferred Stock and shall Series B Preferred Stock, considered collectively, could be paid by converted to be in excess of 13,297,975 shares of Common Stock (as adjusted for any event set forth in Section 8.7), then the Company quarterly must make each dividend payment on the Series B Preferred Stock on each such Dividend Payment Date in arrears (cash except to the extent funds are legally available therefor) on the first prohibited by applicable Delaware law (and any such accrued and unpaid dividends resulting in conversion in excess of July, October, January and April (each such quarterly period, a “threshold prior to any such Dividend Period”) Payment Date must be paid in cash or, at the option of a holder upon any conversion of the Series C B Preferred Stock, Stock in accordance with Section 8 rather than converting into shares of Common Stock). If the Company fails to pay in cash in the circumstances contemplated by the preceding sentence, then any dividends otherwise payable on such Dividend Payment Date (or upon conversion of the Series B Preferred Stock for any accrued and unpaid dividends prior to any such Dividend Payment Date in an amount equal the circumstances contemplated in the preceding sentence) shall continue to accrue and accumulate at a Dividend Rate of 6.00% per annum, for the period from and including the first Dividend Payment Date (or upon conversion for any accrued and unpaid dividends prior to any such Dividend Payment Date in the circumstances contemplated in the preceding sentence) upon which the Company fails to pay in cash through but not including the last day upon which the Company pays in cash all such accrued and accumulated dividends that are payable only in cash pursuant to the quotient of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to day, whether or not earned or declared, and shall be cumulative. In the case of shares of Series C Preferred Stock outstanding for less than a full year, dividends shall be pro rated based on the portion of each year during which such shares are outstanding. The Company shall be under no obligation to pay any such dividends to the extent that funds are not legally available therefor. Dividends on the Series C Preferred Stock are prior and in preference to any declaration or payment of any dividend or distribution (as defined below) on any shares of Junior Stockpreceding sentence.

Payment of Dividends. From and after the date of the issuance (the “Issuance Date”) of any shares of Series C Preferred Stock, the holders Holders of shares of Series C 1997-A -------------------- Preferred Stock shall receive with respect be entitled to each share receive, when, as and if declared by the board of Series C Preferred Stockdirectors or a duly authorized committee thereof, out of funds legally available for the payment of dividendstherefor, a cumulative dividend noncumulative cash dividends at an annual rate (the “"Annual ------ Dividend Payment”Rate") of 8.75% of the amount of the per share liquidation preference ------------- of the Series 1997-A Preferred Stock. Such noncumulative cash dividends shall be payable, if declared, quarterly on January 1, April 1, July 1 and October 1 in each year, or, if such day is not a business day, then on the next business day (each such date being referred to herein as a "Dividend Payment Date"). The --------------------- first Dividend Payment Date shall be October 1, 1997. Each declared dividend shall be payable to the holders of Series 1997-A Preferred Stock of record whose names appear on the stock books of the savings bank at the close of business on such record dates, not more than 60 calendar days nor less than 30 calendar days preceding the related Dividend Payment Date, as determined by the board of directors or a duly authorized committee thereof (each such date being referred to herein as a "Record Date"). Quarterly dividend periods (each a ----------- "Dividend Period") shall commence on and include December 1, March 1, June 1 and --------------- September 1 of each year and end on and include the day next preceding the commencement of the next following Dividend Period; provided, that the first -------- Dividend Period shall commence on the day of the commencement of the Dividend Period in which shares of Series 1997-A Preferred Stock first shall be issued and outstanding (the "Original Issue Date") and shall end on and include ------------------- the last day of such Dividend Period. The amount of dividends per share for each full Dividend Period shall be computed by dividing by four an amount equal to the greater of (x) dividends at a rate of thirteen percent (13%) per annum based on the Liquidation Preference Amount (as defined in Section 4 hereof), and (y) dividends that would have accrued with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stock, in shares of Common Stock, in an amount equal to the quotient of (i) the Annual Dividend Payment divided by Rate, (ii) multiplied by the Conversion Price (as defined in Section 5(c) hereof)amount of the liquidation preference of such share. The Dividend Payment shall accrue from day to day, whether or not earned or declared, and shall be cumulative. In the case Dividends for any period of shares of Series C Preferred Stock outstanding for less than a full year, dividends three months shall be pro rated based computed on the portion basis of each a 360-day year during which composed of twelve 30 day months and the actual number of days elapsed in such shares are outstanding. The Company shall be under no obligation to pay any such dividends to the extent that funds are not legally available therefor. Dividends on the Series C Preferred Stock are prior and in preference to any declaration or payment of any dividend or distribution (as defined below) on any shares of Junior Stockperiod.

Payment of Dividends. From Any dividend on the Series A Preferred accrued and after payable as provided in this SECTION 2 shall be paid at, the date option of the issuance Corporation, (the “Issuance Date”i) in cash, (ii) by issuing a number of shares (or partial shares) of any shares the Series A-1 Preferred for each such share (or partial share) of Series C A Preferred Stockthen outstanding equal to the dividend then payable on each such share (or partial share) of Series A Preferred for the dividend period then ended (or such shorter period for which dividends are so being paid) (expressed as a dollar amount) divided by the Stated Value Per Share, or (iii) a combination thereof. To the extent declared by the Board of Directors of the Corporation, dividends accrued for each semi-annual period ending on the last day of the next preceding May and November, respectively, shall be paid on the fifth day of June or December, respectively (or if any such day is not a business day, the next business day following such day) in each year (each such date being referred to as a "Dividend Payment Date")). Dividends shall be paid to the holders of shares record of Series C A Preferred Stock shall receive with respect to each share of Series C Preferred Stock, out of funds legally available for the payment of dividends, a cumulative dividend (the “Dividend Payment”) in an amount equal to the greater of (x) dividends at a rate of thirteen percent (13%) per annum based on the Liquidation Preference Amount (as defined in Section 4 hereof), and (y) dividends that would have accrued with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last day of the applicable month immediately preceding the Dividend PeriodPayment Date. Dividend Payments Any dividends not paid on a share of Series C Preferred Stock Dividend Payment Date thereafter shall accrue accumulate and shall be cumulative whether considered "accrued but unpaid" for all purposes hereunder until paid. The amount of dividends accruing for any period shorter or not declared from longer than a full semi-annual dividend period shall be determined on the date basis of issue twelve 30-day months and a 360-day year, and the actual number of such share days elapsed in the period for which a dividend is payable. Dividends paid on the shares of Series C A Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stock, in shares of Common Stock, in an amount equal less than the total amount of such dividends at the time accrued on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. Dividends for any past semi-annual dividend period that are accrued but unpaid may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the quotient holders of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to day, whether or not earned or declared, and shall be cumulative. In the case of shares of Series C Preferred Stock outstanding for less than a full year, dividends shall be pro rated based record on the portion of each year during which record date for such shares are outstanding. The Company shall be under no obligation to pay any such dividends to the extent that funds are not legally available therefor. Dividends on the Series C Preferred Stock are prior and in preference to any declaration or payment of any dividend or distribution (as defined below) on any shares of Junior Stockpayment.

Payment of Dividends. From and after Dividends on the date of the issuance (the “Issuance Date”) of any shares of Series C Preferred Stock, the holders of shares of Series C D2 Preferred Stock shall receive with respect to be cumulative and shall accumulate daily, whether or not such dividends have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends, at the rate per annum of 9.00% on the Adjusted Stated Value of each share of Series C D2 Preferred Stock. Accumulated dividends on the Series D2 Preferred Stock shall be added to the Adjusted Stated Value of the Series D2 Preferred Stock (i) semi-annually on January ___ and July ___ of each year (each, a "Dividend Payment Date") and (ii) upon conversion of the Series D2 Preferred Stock into Common Stock. The amount of dividends accumulating on the Series D2 Preferred Stock will be computed on the basis of a 360-day year consisting of twelve 30-day months. Notwithstanding the foregoing, if authorized by the Board of Directors, the Corporation may elect to pay dividends that have accumulated on the Series D2 Preferred Stock since the last Dividend Payment Date in cash (rather than increasing the Adjusted Stated Value of the Series D-2 Preferred Stock), out of funds legally available for the payment of dividends, a cumulative dividend (. Cash dividends shall be paid on the “first Dividend Payment”) in an amount equal Payment Date following their authorization by the Board of Directors and declaration by the Corporation to the greater Holders of (x) dividends record at a rate the close of thirteen percent (13%) per annum based business on the Liquidation Preference Amount (30th day preceding such Dividend Payment Date; provided that, if any Dividend Payment Date falls on a day that is not a Business Day, the related dividend will be paid on the next day that is a Business Day, with the same force and effect as defined in Section 4 hereof), and (y) dividends that would have accrued if the dividend payment had been made on such Dividend Payment Date with interest at the Dividend Rate with respect to such share the delayed payment. If the Board of Series C Preferred Stock during Directors authorizes a cash dividend, the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately Corporation shall make a public announcement thereof not less than 20 days prior to the record date relevant Dividend Payment Date. Further notwithstanding the foregoing, if, after giving effect to the addition of all or any dividend declared on part of accumulated dividends to the Adjusted Stated Value of Series D2 Preferred Stock, the Corporation would not have sufficient number of unreserved authorized shares of Common Stock for issuance upon the conversion in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share full of all outstanding shares of Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C D2 Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of Julyall other convertible, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder exercisable or exchangeable securities of the Series C Preferred StockCorporation that are then convertible into, in exercisable for or exchangeable for shares of Common Stock, in an amount equal to the quotient of Stock (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to day, whether or not earned or declared, and shall be cumulative. In the case of other than any such securities for which shares of Series C Preferred Common Stock outstanding have been reserved by the Corporation for less than a full yearissuance upon conversion, dividends shall exercise or exchange thereof), then the amount of such dividend that would cause there to be pro rated based on the portion such an insufficient number of each year during which such unreserved authorized shares are outstanding. The Company shall be under no obligation to pay any such dividends of Common Stock shall, to the extent that funds are not legally available therefor. Dividends on the Board of Directors and the Corporation may lawfully do so under the terms of the MGCL, be authorized by the Board of Directors and declared and paid by the Corporation in cash rather than such amount being added to the Adjusted Stated Value of the Series C D2 Preferred Stock are prior and in preference to any declaration or payment of any dividend or distribution (as defined below) on any shares of Junior Stock.

Payment of Dividends. From and after the date of the issuance (the “Issuance Date”) of any shares of Series C Preferred Stock, the holders Holders of shares of Series C 1997-A -------------------- Preferred Stock shall receive with respect be entitled to each share receive, when, as and if declared by the board of Series C Preferred Stockdirectors or a duly authorized committee thereof, out of funds legally available for the payment of dividendstherefor, a cumulative dividend noncumulative cash dividends at an annual rate (the “"Annual ------ Dividend Payment”Rate") of 8.75% of the amount of the per share liquidation preference ------------- of the Series 1997-A Preferred Stock. Such noncumulative cash dividends shall be payable, if declared, quarterly on January 1, April 1, July 1 and October 1 in each year, or, if such day is not a business day, then on the next business day (each such date being referred to herein as a "Dividend Payment Date"). The --------------------- first Dividend Payment Date shall be [October 1, 1997]. Each declared dividend shall be payable to the holders of Series 1997-A Preferred Stock of record whose names appear on the stock books of the savings bank at the close of business on such record dates, not more than 60 calendar days nor less than 30 calendar days preceding the related Dividend Payment Date, as determined by the board of directors or a duly authorized committee thereof (each such date being referred to herein as a "Record Date"). Quarterly dividend periods (each a "Dividend ----------- -------- Period") shall commence on and include December 1, March 1, June 1 and September ------ 1 of each year and end on and include the day next preceding the commencement of the next following Dividend Period; provided, that the first Dividend Period -------- shall commence on the day of the commencement of the Dividend Period in which shares of Series 1997-A Preferred Stock first shall be issued and outstanding (the "Original Issue Date") and shall end on and include the last day of such ------------------- Dividend Period. The amount of dividends per share for each full Dividend Period shall be computed by dividing by four an amount equal to the greater of (x) dividends at a rate of thirteen percent (13%) per annum based on the Liquidation Preference Amount (as defined in Section 4 hereof), and (y) dividends that would have accrued with respect to such share of Series C Preferred Stock during the applicable Dividend Period (as defined below) if the holder of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared on the Common Stock in such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stock, in shares of Common Stock, in an amount equal to the quotient of (i) the Annual Dividend Payment divided by Rate, (ii) multiplied by the Conversion Price (as defined in Section 5(c) hereof)amount of the liquidation preference of such share. The Dividend Payment shall accrue from day to day, whether or not earned or declared, and shall be cumulative. In the case Dividends for any period of shares of Series C Preferred Stock outstanding for less than a full year, dividends three months shall be pro rated based computed on the portion basis of each a 360-day year during which composed of twelve 30 day months and the actual number of days elapsed in such shares are outstanding. The Company shall be under no obligation to pay any such dividends to the extent that funds are not legally available therefor. Dividends on the Series C Preferred Stock are prior and in preference to any declaration or payment of any dividend or distribution (as defined below) on any shares of Junior Stockperiod.

Payment of Dividends. From and after The Preferred Dividend shall be payable, at the date of the issuance (the “Issuance Date”) of any Company’s sole discretion, in kind in additional shares of Series C A Preferred StockStock (such shares, the holders “PIK Dividend”) or in cash. If the Company elects to make a PIK Dividend, the number of shares of Series C A Preferred Stock shall receive to be issued in payment of such PIK Dividend with respect to each outstanding share of Series C A Preferred Stock shall be determined by dividing (1) the Net Preferred Dividend by (2) the Liquidation Preference (including any amounts added to the initial Liquidation Preference pursuant to the proviso in the definition of Liquidation Preference and Section 4(b)) per share of Series A Preferred Stock. Anything to the contrary in this Certificate of Designations notwithstanding, out cash dividends shall be paid only to the extent (A) the Company has funds legally available for such payment, (B) there are no provisions in any of the Debt Documents prohibiting the payment of cash dividends on the Series A Preferred Stock in such amount on the applicable Dividend Payment Date, and (C) the Board of Directors, or an authorized committee thereof, declares such dividend payable. To the extent the Board of Directors desires to declare any cash dividend or other distribution in cash on the Common Stock during any Dividend Period that requires a corresponding cash dividend on the Series A Preferred Stock in accordance with 21.1, it may do so only to the extent that (i) the Company has funds legally available for the payment of dividends, a cumulative such dividend (or distribution in cash on all of the “Dividend Payment”) in an amount equal to the greater shares of (x) dividends at a rate of thirteen percent (13%) per annum based on the Liquidation Preference Amount (as defined in Section 4 hereof), Common Stock and (y) dividends that would have accrued with respect to such share of Series C A Preferred Stock during then outstanding, (ii) there are no provisions in any of the applicable Dividend Period (as defined below) if Debt Documents prohibiting the holder payment of such share had converted such share into Common Stock immediately prior to the record date of any dividend declared cash dividends on the Common Stock and/or Series A Preferred Stock in such amount on the applicable Dividend Payment Date and (iii) such cash dividend or distribution on the Common Stock and the Series A Preferred Stock shall be payable only on the applicable Dividend Payment Date for such Dividend Period. Any Dividend Payment referred to in clause (y) above shall be deemed to have accrued with respect to a share of Series C Preferred Stock as of the last day of the applicable Dividend Period. Dividend Payments on a share of Series C Preferred Stock shall accrue and shall be cumulative whether or not declared from the date of issue of such share of Series C Preferred Stock and shall be paid by the Company quarterly in arrears (to the extent funds are legally available therefor) on the first of July, October, January and April (each such quarterly period, a “Dividend Period”) in cash or, at the option of a holder of the Series C Preferred Stock, in shares of Common Stock, in an amount equal to the quotient of (i) the Dividend Payment divided by (ii) the Conversion Price (as defined in Section 5(c) hereof). The Dividend Payment shall accrue from day to day, whether or not earned or declared, and shall be cumulative. In the case of shares of Series C Preferred Stock outstanding for less than a full year, dividends shall be pro rated based on the portion of each year during which such shares are outstanding. The Company shall be under no obligation to pay any such dividends to the extent that funds are not legally available therefor. Dividends on the Series C Preferred Stock are prior and in preference to any declaration or payment of any dividend or distribution (as defined below) on any shares of Junior Stock.