Common use of Rank Clause in Contracts

Rank. The Series C Convertible Preferred shall, with respect to dividends and distributions upon liquidation, winding up or dissolution of the Corporation, rank (i) senior to the Junior Preferred Stock, to all classes of Common Stock of the Corporation and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created, the terms of which do not expressly provide that it ranks senior to, or on a parity with, the Series C Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, as “Junior Securities”); (ii) on a parity with the Pari Passu Preferred Stock and with any class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank on a parity with the Series C Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to as “Parity Securities”), provided that any such Parity Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to the Senior Preferred Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank senior to the Series C Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to as “Senior Securities”), provided that any such Senior Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Senior Securities.

Rank. The Series C Non-Convertible Preferred shall, with respect to dividends and distributions upon liquidation, winding up or dissolution of the Corporation, rank (i) senior to the all Junior Preferred Stock, to Stock and all classes of Common Stock of the Corporation and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created, the terms of which do not expressly provide that it ranks senior to, or on a parity with, the Series C Non-Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, as “Junior Securities”); (ii) on a parity with the Pari Passu Preferred Stock and with any class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank on a parity with the Series C Non-Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to as “Parity Securities”), provided that any such Parity Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to the Senior Preferred Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank senior to the Series C Non-Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to as “Senior Securities”), provided that any such Senior Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Senior Securities.

Rank. The Series C B Convertible Preferred shall, with respect to dividends and distributions upon liquidation, winding up or dissolution of the Corporation, rank (i) senior to the Junior Preferred Stock, to all classes of Common Stock of the Corporation and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created, the terms of which do not expressly provide that it ranks senior to, or on a parity with, the Series C B Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, as “Junior Securities”); (ii) on a parity with the Pari Passu Preferred Stock and with any class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank on a parity with the Series C B Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to as “Parity Securities”), provided that any such Parity Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to the Senior Preferred Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank senior to the Series C B Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to as “Senior Securities”), provided that any such Senior Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Senior Securities.

Rank. The Series C A-3 Convertible Preferred shall, with respect to dividends and distributions upon liquidation, winding up or dissolution of the Corporation, rank (i) senior to the Junior Preferred Stock, to all classes of Common Stock of the Corporation and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created, the terms of which do not expressly provide that it ranks senior to, or on a parity with, the Series C A-3 Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, as “Junior Securities”); (ii) on a parity with the Pari Passu Preferred Stock and with any class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank on a parity with the Series C A-3 Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to as “Parity Securities”), provided that any such Parity Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to the Senior Preferred Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank senior to the Series C A-3 Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to as “Senior Securities”), provided that any such Senior Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Senior Securities.

Rank. The Series C E-2 Convertible Preferred shall, with respect to dividends and distributions upon liquidation, winding up or dissolution of the Corporation, rank (i) senior to the Junior Preferred Stock, to all classes of Common Stock of the Corporation and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created, the terms of which do not expressly provide that it ranks senior to, or on a parity with, the Series C E-2 Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, as “Junior Securities”); (ii) on a parity with the Pari Passu Preferred Stock and with any class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank on a parity with the Series C E-2 Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to as “Parity Securities”), provided that any such Parity Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to the Senior Preferred Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank senior to the Series C E-2 Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to as “Senior Securities”), provided that any such Senior Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Senior Securities.

Rank. The Series C A-1 Convertible Preferred shall, with respect to dividends and distributions upon liquidation, winding up or dissolution of the Corporation, rank (i) senior to the Junior Preferred Stock, to all classes of Common Stock of the Corporation and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created, the terms of which do not expressly provide that it ranks senior to, or on a parity with, the Series C A-1 Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, as “Junior Securities”); (ii) on a parity with the Pari Passu Preferred Stock and with any class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank on a parity with the Series C A-1 Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to as “Parity Securities”), provided that any such Parity Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to the Senior Preferred Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank senior to the Series C A-1 Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to as “Senior Securities”), provided that any such Senior Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Senior Securities.

Rank. The Series C D Convertible Preferred shall, with respect to dividends and distributions upon liquidation, winding up or dissolution of the Corporation, rank (i) senior to the Junior Preferred Stock, to all classes of Common Stock of the Corporation and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created, the terms of which do not expressly provide that it ranks senior to, or on a parity with, the Series C D Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, as “Junior Securities”); (ii) on a parity with the Pari Passu Preferred Stock and with any class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank on a parity with the Series C D Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to as “Parity Securities”), provided that any such Parity Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to the Senior Preferred Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank senior to the Series C D Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to as “Senior Securities”), provided that any such Senior Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Senior Securities.

Rank. The Series C A-2 Non-Convertible Preferred shall, with respect to dividends and distributions upon liquidation, winding up or dissolution of the Corporation, rank (i) senior to the Junior Preferred Stock, to Stock and all classes of Common Stock of the Corporation and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created, the terms of which do not expressly provide that it ranks senior to, or on a parity with, the Series C A-2 Non-Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, as “Junior Securities”); (ii) on a parity with the Pari Passu Preferred Stock and with any class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank on a parity with the Series C A-2 Non-Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to as “Parity Securities”), provided that any such Parity Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to the Senior Preferred Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank senior to the Series C A-2 Non-Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to as “Senior Securities”), provided that any such Senior Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Senior Securities.

Rank. The Series C E-1 Convertible Preferred shall, with respect to dividends and distributions upon liquidation, winding up or dissolution of the Corporation, rank (i) senior to the Junior Preferred Stock, to all classes of Common Stock of the Corporation and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created, the terms of which do not expressly provide that it ranks senior to, or on a parity with, the Series C E-1 Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, as “Junior Securities”); (ii) on a parity with the Pari Passu Preferred Stock and with any class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank on a parity with the Series C E-1 Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to as “Parity Securities”), provided that any such Parity Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to the Senior Preferred Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank senior to the Series C E-1 Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to as “Senior Securities”), provided that any such Senior Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Senior Securities.

Rank. The Series C Convertible H Preferred Stock shall, with respect to dividends dividend rights and distributions upon rights on liquidation, winding winding-up or dissolution of the Corporationand dissolution, rank (i) senior to the Junior Preferred Stock, to all classes of Common Stock common stock of the Corporation Company, each series of preferred stock of the Company outstanding on the Issue Date and to each other class of Capital Stock and series of preferred stock of the Corporation or series of Preferred Stock of the Corporation Company hereafter created, the terms of created which do does not expressly provide that it ranks senior to, to or on a parity with, the Series C Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, as “Junior Securities”); (ii) on a parity with the Pari Passu Series H Preferred Stock as to dividend rights and with any class of Capital Stock of rights on liquidation, winding-up and dissolution (collectively, the Corporation or series of "Junior Securities"). The Series H Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will shall, with respect to dividend rights and rights on liquidation, winding-up and dissolution, rank on a parity with the Series C Convertible I Preferred Stock and each other series of preferred stock of the Company hereafter created which expressly provides that it ranks on a parity with the Series H Preferred Stock as to dividends dividend rights and distributions upon rights on liquidation, winding winding-up or and dissolution of (collectively, the Corporation (collectively referred to as “"Parity Securities”"); provided, provided that any such Parity Securities securities not issued in accordance with the requirements of paragraph (f)(iSection 4(c) hereof shall be deemed to be Junior Securities Securities. The Series H Preferred Stock shall, with respect to dividend rights and not Parity Securities; rights on liquidation, winding-up and (iii) dissolution, rank junior to the Senior Preferred Stock and to each other class series of Capital Stock preferred stock of the Corporation or series of Preferred Stock of the Corporation Company hereafter created the terms of which expressly provide provides that such class or series will rank it ranks senior to the Series C Convertible H Preferred Stock as to dividends dividend rights and distributions upon rights on liquidation, winding winding-up or and dissolution of (collectively, the Corporation (collectively referred to as “"Senior Securities”"); provided, provided that any such Senior Securities securities not issued in accordance with the requirements of paragraph (f)(iSection 4(c) hereof shall be deemed to be Junior Securities and not Senior Securities.

Rank. The Series C G Convertible Preferred shall, with respect to dividends and distributions upon liquidation, winding up or dissolution of the Corporation, rank (i) senior to the Junior Preferred Stock, to all classes of Common Stock of the Corporation and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created, the terms of which do not expressly provide that it ranks senior to, or on a parity with, the Series C G Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, as “Junior Securities”); (ii) on a parity with the Pari Passu 8% Series D Mandatorily Convertible Preferred Stock and with any other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank on a parity with the Series C G Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to as “Parity Securities”), provided that any such Parity Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to the Senior Preferred Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank senior to the Series C G Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to as “Senior Securities”), provided that any such Senior Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Senior Securities.

Rank. (a) The Series C Convertible Preferred shallStock and Series D Preferred Stock each will, with respect to dividends dividend rights and distributions upon rights on liquidation, winding winding-up or dissolution of the Corporationand dissolution, rank (i) senior to the Junior Corporation's 6-1/2% Cumulative Convertible Preferred Stock, to par value $.01 per share, all classes of Common Stock of the Corporation and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation established hereafter created, by the Board of Directors of the Corporation the terms of which do not expressly provide that it such class or series ranks senior to, or on a parity with, the Series C Convertible Preferred Stock and Series D Preferred Stock as to dividends dividend rights and distributions upon rights on liquidation, winding winding-up or and dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, as “"Junior Securities”"); (ii) on a parity with the Pari Passu Preferred Stock and with any each class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation established hereafter created by the Board of Directors of the Corporation, the terms of which expressly provide that such class or series will rank on a parity with the Series C Convertible Preferred Stock and Series D Preferred Stock as to dividends dividend rights and distributions upon rights on liquidation, winding winding-up or and dissolution of the Corporation (collectively referred to as “"Parity Securities”"), provided that any such Parity Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to the Corporation's 14% Senior Exchangeable Redeemable Preferred Stock Shares, par value $.01 per share (the "Senior Exchangeable Redeemable Preferred Shares"), and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation established hereafter created by the Board of Directors of the Corporation in accordance with Section 9(d) hereof, the terms of which expressly provide that such class or series will rank senior to the Series C Convertible Preferred Stock and Series D Preferred Stock as to dividends dividend rights and distributions upon rights on liquidation, winding winding-up or and dissolution of the Corporation (collectively referred to as “"Senior Securities”"), ; provided that any such the relative powers, rights and preferences of the Series C Preferred Stock and Series D Preferred Stock vis-a-vis the other shall be as set forth herein and in the Series C Designation. (b) The respective definitions of Junior Securities, Parity Securities and Senior Securities not issued in accordance with shall also include any warrants, rights, options or other securities exercisable or exchangeable for or convertible into any of the requirements of paragraph Junior Securities, Parity Securities and Senior Securities, as the case may be. (f)(ic) hereof The Series D Preferred Stock shall be deemed subject to be the creation of Junior Securities and not Parity Securities and, to the extent permitted by Section 9(d), Senior Securities.

Rank. (a) The Series C Convertible Preferred shallStock and Series D Preferred Stock each will, with respect to dividends dividend rights and distributions upon rights on liquidation, winding winding-up or dissolution of the Corporationand dissolution, rank (i) senior to the Junior Corporation’s 6-1/2% Cumulative Convertible Preferred Stock, to par value $.01 per share, all classes of Common Stock of the Corporation and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation established hereafter created, by the Board of Directors of the Corporation the terms of which do not expressly provide that it such class or series ranks senior to, or on a parity with, the Series C Convertible Preferred Stock and Series D Preferred Stock as to dividends dividend rights and distributions upon rights on liquidation, winding winding-up or and dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, as “Junior Securities”); (ii) on a parity with the Pari Passu Preferred Stock and with any each class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation established hereafter created by the Board of Directors of the Corporation, the terms of which expressly provide that such class or series will rank on a parity with the Series C Convertible Preferred Stock and Series D Preferred Stock as to dividends dividend rights and distributions upon rights on liquidation, winding winding-up or and dissolution of the Corporation (collectively referred to as “Parity Securities”), provided that any such Parity Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to the Corporation’s 14% Senior Exchangeable Redeemable Preferred Stock Shares, par value $.01 per share (the “Senior Exchangeable Redeemable Preferred Shares”), and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation established hereafter created by the Board of Directors of the Corporation in accordance with Section 9(d) hereof, the terms of which expressly provide that such class or series will rank senior to the Series C Convertible Preferred Stock and Series D Preferred Stock as to dividends dividend rights and distributions upon rights on liquidation, winding winding-up or and dissolution of the Corporation (collectively referred to as “Senior Securities”), ; provided that any such the relative powers, rights and preferences of the Series C Preferred Stock and Series D Preferred Stock vis-a-vis the other shall be as set forth herein and in the Series D Designation. (b) The respective definitions of Junior Securities, Parity Securities and Senior Securities not issued in accordance with shall also include any warrants, rights or options or other securities exercisable or exchangeable for or convertible into any of the requirements of paragraph Junior Securities, Parity Securities and Senior Securities, as the case may be. (f)(ic) hereof The Series C Preferred Stock shall be deemed subject to be the creation of Junior Securities and not Parity Securities and, to the extent permitted by Section 9(d), Senior Securities.

Rank. (a) The Series C Convertible Preferred shallStock and Series D Preferred Stock each will, with respect to dividends dividend rights and distributions upon rights on liquidation, winding winding-up or dissolution of the Corporationand dissolution, rank (i) senior to the Junior Corporation's 6-1/2% Cumulative Convertible Preferred Stock, to par value $.01 per share, all classes of Common Stock of the Corporation and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation established hereafter created, by the Board of Directors of the Corporation the terms of which do not expressly provide that it such class or series ranks senior to, or on a parity with, the Series C Convertible Preferred Stock and Series D Preferred Stock as to dividends dividend rights and distributions upon rights on liquidation, winding winding-up or and dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, as “"Junior Securities”"); (ii) on a parity with the Pari Passu Preferred Stock and with any each class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation established hereafter created by the Board of Directors of the Corporation, the terms of which expressly provide that such class or series will rank on a parity with the Series C Convertible Preferred Stock and Series D Preferred Stock as to dividends dividend rights and distributions upon rights on liquidation, winding winding-up or and dissolution of the Corporation (collectively referred to as “"Parity Securities”"), provided that any such Parity Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to the Corporation's 14% Senior Exchangeable Redeemable Preferred Stock Shares, par value $.01 per share (the "Senior Exchangeable Redeemable Preferred Shares"), and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation established hereafter created by the Board of Directors of the Corporation in accordance with Section 9(d) hereof, the terms of which expressly provide that such class or series will rank senior to the Series C Convertible Preferred Stock and Series D Preferred Stock as to dividends dividend rights and distributions upon rights on liquidation, winding winding-up or and dissolution of the Corporation (collectively referred to as “"Senior Securities”"), ; provided that any such the relative powers, rights and preferences of the Series C Preferred Stock and Series D Preferred Stock vis-a-vis the other shall be as set forth herein and in the Series D Designation. (b) The respective definitions of Junior Securities, Parity Securities and Senior Securities not issued in accordance with shall also include any warrants, rights or options or other securities exercisable or exchangeable for or convertible into any of the requirements of paragraph Junior Securities, Parity Securities and Senior Securities, as the case may be. (f)(ic) hereof The Series C Preferred Stock shall be deemed subject to be the creation of Junior Securities and not Parity Securities and, to the extent permitted by Section 9(d), Senior Securities.

Rank. (a) The Series C Convertible F Preferred shallStock will, with respect to dividends and distributions upon rights on liquidation, winding winding-up or dissolution of the Corporationand dissolution, rank (i) senior to the Junior Preferred Stock, to all classes of Common Stock of the Corporation and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation established hereafter created, by the Board of Directors of the Corporation the terms of which do not expressly provide that it such class or series ranks senior to, or on a parity with, the Series C Convertible F Preferred Stock as to dividends and distributions upon rights on liquidation, winding winding-up or and dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, as “"Junior Securities”"); (ii) on a parity with the Pari Passu Preferred Stock and with any each class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation established hereafter created by the Board of Directors of the Corporation, the terms of which expressly provide that such class or series will rank on a parity with the Series C Convertible F Preferred Stock as to dividends and distributions upon rights on liquidation, winding winding-up or and dissolution of the Corporation (collectively referred to as “"Parity Securities”"), provided that any such Parity Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to the Senior Preferred Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation established hereafter created by the Board of Directors of the Corporation, the terms of which expressly provide that such class or series will rank senior to the Series C Convertible F Preferred Stock as to dividends and distributions upon rights on liquidation, winding winding-up or and dissolution of the Corporation (collectively referred to as “"Senior Securities”"). (b) The respective definitions of Junior Securities, provided that any such Parity Securities and Senior Securities not issued in accordance with shall also include any warrants, rights or options or other securities exercisable or exchangeable for or convertible into any of the requirements of paragraph Junior Securities, Parity Securities and Senior Securities, as the case may be. (f)(ic) hereof The Series F Preferred Stock shall be deemed subject to be the creation of Junior Securities and not Senior Parity Securities.

Rank. The Series C Convertible B Preferred Stock shall, with respect to dividends dividend rights and distributions upon liquidation, winding up or dissolution rights on liquidation of the Corporation, rank (iA) senior to the Junior Preferred Stock, to all classes of Common Stock of the Corporation and to each other class of Capital Stock of the Corporation or series of Preferred Stock shares of the Corporation hereafter created, the terms of which do not expressly provide that it ranks senior to, or on a parity with, the Series C Convertible B Preferred Stock as to dividends and distributions upon liquidation, winding up or dissolution the liquidation of the Corporation (collectively with the Common Stock, referred to, together with all classes to for purposes of Common Stock of this Certificate as the Corporation, as “Junior Securities”"JUNIOR STOCK"); (iiB) on a parity with the Pari Passu Preferred Stock and with any each class of Capital Stock of the Corporation shares or series of Preferred Stock of preferred shares issued by the Corporation hereafter created after the date hereof, the terms of which expressly specifically provide that such class or series will rank on a parity with the Series C Convertible B Preferred Stock as to dividends and distributions upon liquidation, winding up or dissolution the liquidation of the Corporation (collectively referred to for purposes of this Certificate as “Parity Securities”"PARITY STOCK"), provided PROVIDED that any such Parity Securities Stock not issued approved by the Holders in accordance with the requirements of paragraph (f)(iSection 5(b) hereof shall be deemed to be Junior Securities Stock and not Parity SecuritiesStock; and (iiiC) junior to the Senior Series A Preferred Stock Stock, par value $0.001, of the Corporation (the "SERIES A PREFERRED STOCK") and to each other class of Capital Stock of the Corporation or series of Preferred Stock shares of the Corporation hereafter created that has been approved by the Holders in accordance with Section 5(b) hereof and the terms of which expressly provide that such class or series will rank senior to the Series C Convertible B Preferred Stock as to dividends and distributions upon liquidation, winding winding-up or dissolution of the Corporation (collectively referred to as “Senior Securities”"SENIOR STOCK"), provided PROVIDED that any such Senior Securities Stock that was not issued approved by the Holders in accordance with the requirements of paragraph (f)(iSection 5(b) hereof shall be deemed to be Junior Securities Stock and not Senior SecuritiesStock.

Rank. The Series C Convertible A Preferred Stock shall, with respect to dividends and as to distributions upon the liquidation, winding winding-up or and dissolution of the CorporationCompany (as set forth in Article 3 and Article 4 hereof), rank (ia) senior to the Junior Preferred all classes or series of Common Stock, to all classes of Common Stock of the Corporation and to each other class of Capital Stock of the Corporation or series Company established after the Issue Date by the Board of Preferred Stock Directors of the Corporation hereafter created, Company the terms of which do not expressly provide that it ranks senior to, to or on a parity with, with the Series C Convertible A Preferred Stock as to dividends and as to distributions upon the liquidation, winding winding-up or and dissolution of the Corporation Company (collectively referred to, together to with all classes of the Common Stock of the Corporation, Company as “"Junior Securities”"); (iib) on a parity with the Pari Passu Preferred Stock and with any each class of Capital Stock of the Corporation or series of Preferred Stock established after the Issue Date by the Board of Directors of the Corporation hereafter created Company, the creation of which was approved by Holders of a majority of the then outstanding shares of Series A Preferred Stock in accordance with Section 5.2(b), if applicable, and the terms of which expressly provide that such class or series will rank on a parity with the Series C Convertible A Preferred Stock as to dividends and as to distributions upon the liquidation, winding winding-up or and dissolution of the Corporation Company (collectively referred to as “"Parity Securities”"), provided that any such Parity Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iiic) junior to the Senior Preferred Stock and to each other class all classes or series of Capital Stock of the Corporation or series Company established after the Issue Date by the Board of Directors of the Company, the creation of which was approved by Holders of a majority of the then outstanding shares of Series A Preferred Stock of the Corporation hereafter created in accordance with Section 5.2(b), if applicable, and the terms of which expressly provide that such class or series will rank it ranks senior to the Series C Convertible A Preferred Stock as to dividends and as to distributions upon the liquidation, winding winding-up or and dissolution of the Corporation Company (collectively referred to as “"Senior Securities”"), provided that any such Senior Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Senior Securities.

Rank. The Series C Convertible 1 Senior Preferred shall, with respect to dividends dividend distributions and distributions upon liquidation, winding up or dissolution of the Corporation, rank (i) senior to the Junior Preferred Stock, to all classes of Common Stock (as defined in Article IV of this Amended and Restated Certificate of Incorporation) of the Corporation and to each other class of Capital Stock capital stock of the Corporation or series of Preferred Stock (as defined in Article IV of this Amended and Restated Certificate of Incorporation) of the Corporation existing or hereafter created, created the terms of which do not expressly provide that it ranks senior to, or on a parity with, the Series C Convertible 1 Senior Preferred as to dividends dividend distributions and distributions (of assets or otherwise) upon liquidation, winding a deemed liquidation, winding-up or and dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, to as “Junior Securities”); (ii) on a parity with the Pari Passu Preferred Stock and with any class of Capital Stock capital stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank on a parity with the Series C Convertible 1 Senior Preferred as to dividends dividend distributions and distributions (of assets or otherwise) upon liquidation, winding a deemed liquidation, winding-up or and dissolution of the Corporation (collectively referred to as “Parity Securities”), provided that any such Parity Securities that are not issued Permitted Pari Passu Equity or the issuance of which was not otherwise approved by the Required Holders in accordance with the requirements of paragraph Section (f)(iE)(1)(d) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to the Senior Preferred Stock and only to each other class of Capital Stock capital stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank senior to the Series C Convertible 1 Senior Preferred as to dividends dividend distributions and distributions (of assets or otherwise) upon liquidation, winding a deemed liquidation, winding-up or and dissolution of the Corporation (collectively referred to as “Senior Securities”), provided that any such Senior Securities that were not issued approved by the Required Holders in accordance with the requirements of paragraph Section (f)(iE)(1)(d) hereof shall be deemed to be Junior Securities and not Senior Securities.