Common use of Dividends and Distributions Clause in Contracts

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (a1) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of JanuaryFebruary, AprilMay, July August and October November in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 20 or (b) subject to the provision for adjustment hereinafter set forth, 100 200 times the aggregate per share amount of all cash dividends, and 100 200 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, $2.50 par value $0.001 per sharevalue, of the Corporation said corporation (the “"Common Stock”") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation said corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock in a reclassification of the outstanding Common Stock, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (a) and clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating B Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating B Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on or before the 30th last business day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Record Date”"), commencing on the first Quarterly Dividend Payment Record Date after the first issuance of a share or fraction of a share of Series A Junior Participating B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) to, subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 0.01 per share, of the Corporation (the “"Common Stock”") since the immediately preceding Quarterly Dividend Payment Record Date, or, with respect to the first Quarterly Dividend Payment Record Date, since the first issuance of any share or fraction of a share of Series A Junior Participating B Preferred Stock. In the event the Corporation shall at any time after January 1following December 31, 2014 (the “Rights Declaration Date”) 1999 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior B Participating Cumulative Preferred Stock with respect to dividends, the holders of shares of Series A Junior B Participating Cumulative Preferred Stock, in preference to the shares of Common Stock, par value $1 per share, of the Company (the "Common Stock"), and any other stock of the Company junior to the Series B Participating Cumulative Preferred Stock with respect to dividends, shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th day of JanuaryMarch 15, AprilJune 15, July September 15 and October December 15 in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior B Participating Cumulative Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior B Participating Cumulative Preferred Stock. In the event the Corporation Company shall at any time after January 1March 12, 2014 1999 (the “"Rights Declaration Date”") (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior B Participating Cumulative Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th 1st day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction fractional share of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or 1.00 and (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, Stock of the Corporation corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation corporation shall at any time after January 1July 15, 2014 1997 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock in preference to the holders of shares of Common Stock, par value $1.00 per share (the "Common Stock"), of the Corporation and any other junior stock, shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of January, April, July and October each fiscal quarter of the Corporation in each year or such other dates as the Board of Directors of the Corporation shall approve (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, Stock in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 18.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1November 24, 2014 1995 (the “"Rights Declaration Date”") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding Common Stock, or (iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock preferred shares of the Corporation ranking prior and superior to the shares of Series A Junior Participating B Preferred Stock Shares with respect to dividends, the holders of shares of Series A Junior Participating B Preferred Stock Shares shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the such purpose, quarterly dividends payable in cash to holders of record on or before the 30th day last Business Day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), ) (commencing on the first Quarterly Dividend Payment Date after the first issuance of a share Series B Preferred Share or fraction of a share of Series A Junior Participating Preferred Stock, thereof) in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock Shares (hereinafter defined) or a subdivision of the outstanding shares of Common Stock Shares (by a reclassification or otherwise), declared authorized on the Common Stockshares of common stock, par value $0.001 0.01 per share, and the shares of non-voting common stock, par value $0.01 per share, of the Corporation (collectively, the “Common StockShares”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share Series B Preferred Share or fraction of a share of Series A Junior Participating Preferred Stockthereof. In the event the Corporation shall at any time after January 1following September 23, 2014 (the “Rights Declaration Date”) 2019 (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common Stock, Shares or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating B Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, if and as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of JanuaryFebruary, AprilMay, July August and October November in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share.50, of the Corporation Company (the “"Common Stock”") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation Company shall at any time after January 1February 23, 2014 1997 (the “"Rights Declaration Date”") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount (if any) per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) ), subject to the provision for adjustment hereinafter set forth, 100 equal to 10,000 times the aggregate per share amount of all cash dividends, and 100 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions distributions, other than a dividend payable in shares of Class A Common Stock Stock, par value $0.50 per share (the "Class A Common Stock") of the Corporation or a subdivision of the outstanding shares of Class A Common Stock (by reclassification or otherwise), declared on the Class A Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) Stock since the immediately preceding Quarterly Dividend Payment Date, Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare or pay any dividend on the Class A Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Class A Common Stock, or (iii) combine effect a subdivision or combination or consolidation of the outstanding shares of Class A Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Class A Common Stock) into a smaller greater or lesser number of sharesshares of Class A Common Stock, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Class A Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last business day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to 10,000 times the greater aggregate per share amount of all cash dividends (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends), and 100 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stockcommon stock, no par value $0.001 per sharevalue, of the Corporation (the “"Common Stock”") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January following December 1, 2014 (the “Rights Declaration Date”) 1999 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock Shares ranking prior and superior to the shares of Series A Junior Participating Preferred Stock Shares with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock Shares shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th first business day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred StockShares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 plus 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock Shares or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common StockShares, par value $0.001 .01 per share, of the Corporation (the “Common StockShares”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred StockShares. In the event the Corporation shall at any time after January 1March 16, 2014 2009 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common StockShares, or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Cumulative Preferred Stock with respect to dividendsdividends or distributions, the holders of shares of Series A Junior Participating Cumulative Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th fifteenth day of JanuaryFebruary, AprilMay, July August and October November in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Cumulative Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 5.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 1.25 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Cumulative Preferred Stock. In the event the Corporation shall at any time after January 1, 2014 September 28,1997 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller small number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Cumulative Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating B Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating B Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on or before the 30th last business day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 0.10 per share, of the Corporation (the “"Common Stock”") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating B Preferred Stock. In the event the Corporation shall at any time after January 1following June 14, 2014 (the “Rights Declaration Date”) 1997 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) (i) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock preferred stock (or any similar stock) ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock Stock, in preference to the holders of shares of common stock and of any other junior stock, shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th first day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock common stock or a subdivision of the outstanding shares of Common Stock common stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, shares of the Corporation (the “Common Stock”) common stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. The multiple of cash and non-cash dividends declared on the shares of common stock to which holders of the Series A Preferred Stock are entitled, which shall be 1,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Dividend Multiple." In the event the Corporation shall at any time after January 1______ ___, 2014 2000 (the “"Rights Declaration Date”") (i) declare or pay any dividend on Common Stock the shares of common stock payable in shares of Common Stockcommon stock, or (ii) subdivide effect a subdivision or combination or consolidation of the outstanding Common Stock, shares of common stock (by reclassification or (iiiotherwise than by payment of a dividend in shares of common stock) combine the outstanding Common Stock into a smaller greater or lesser number of sharesshares of common stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series A Junior Participating Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock common stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock common stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights Out of the holders surplus or net profits of any shares the Corporation legally available for the payment of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, when and as and if authorized such dividends may be declared by the Board of Directors and declared by the Corporation out of funds legally available for the purposeDirectors, quarterly dividends payable in cash on or before the 30th day tenth days of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 .01 per share, of the Corporation (the “"Common Stock”") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1November 9, 2014 2000 (the “"Rights Declaration Date”") (i) declare pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of sharesshares or (iv) issue any shares by reclassification of its shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were shall have been entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which is shall be the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock preferred shares of the Company ranking prior and superior to the shares of Series A Junior Participating Preferred Stock Shares with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock Shares shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation Trustees out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on or before the 30th day last Business Day of January, April, July and October in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”), ") (commencing on the first Quarterly Dividend Payment Date after the first issuance of a share Series A Preferred Share or fraction of a share of Series A Junior Participating Preferred Stock, thereof) in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock Shares (hereinafter defined) or a subdivision of the outstanding shares of Common Stock Shares (by a reclassification or otherwise), declared authorized on the Common Stockcommon shares of beneficial interest, par value $0.001 0.01 per share, of the Corporation Company (the “"Common Stock”Shares") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share Series A Preferred Share or fraction of a share of Series A Junior Participating Preferred Stockthereof. In the event the Corporation Company shall at any time after January 1following June 11, 2014 (the “Rights Declaration Date”) 1998 (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common Stock, Shares or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating H Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock H Preferred, in preference to the holders of shares of Common Stock, par value $.001 per share, of the Corporation ("Common Stock") and any other junior stock, shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th day of January, each of April, July July, October and October January in each year (or, in each case, if not a date on which the Corporation is open for business, the next succeeding business day) or such earlier date in any such month on which dividends on the Common Stock are payable (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred StockH Preferred, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 2.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 400 times the aggregate per share amount of all cash dividends, and 100 400 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred StockH Preferred. In the event the Corporation shall at any time after January 1July 10, 2014 1998 (the “"Rights Declaration Date”") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating H Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. The Parent and the Borrower will not, and will not permit any other Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment to its Equity Interest holders, except: (ai) Subject to the prior Parent may declare and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock pay dividends with respect to dividendsits Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock); (ii) Subsidiaries may declare and make Restricted Payments ratably with respect to their Equity Interests; (iii) the Parent may make Restricted Payments pursuant to and in accordance with stock option plans or other equity incentive or benefit plans for management or employees of the Parent and its Subsidiaries; (iv) at any time prior to a Qualifying IPO, the holders Parent may make Permitted Tax Distributions in accordance with the last sentence of shares this Section 9.04; (v) the Parent may, substantially contemporaneously with (and in any event within three (3) Business Days after) its receipt of Series A Junior Participating Preferred Stock shall be entitled (A) any Unrestricted Subsidiary Distribution received directly from any Unrestricted Subsidiary or indirectly from the Borrower or (B) the proceeds of any sale or other disposition of any Equity Interests in any Unrestricted Subsidiary, make cash distributions or dividends to receive, when, as and if authorized by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, its members in an amount per share not to exceed the amount of the corresponding Unrestricted Subsidiary Distribution or such net proceeds, respectively; provided that prior to or contemporaneously with making such cash distribution or dividend described in this clause (rounded to v), the nearest centBorrower shall make a principal payment on the Borrowings (ratably among outstanding Revolving Loans and outstanding Term Loans) in an aggregate amount equal to the greater of (a1) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividendsInvestments made by the Parent and/or the Restricted Subsidiaries in such Unrestricted Subsidiary from and after the Effective Date pursuant to Section 9.05(i)(i) minus (2) the aggregate amount of principal payments previously made pursuant to this proviso that were calculated with reference to Investments made pursuant to Section 9.05(i)(i); and (vi) on the Effective Date, the Borrower may make a one-time cash distribution to Centennial Resource Development, LLC in an amount not to exceed $15,100,000. Permitted Tax Distributions may be made quarterly, based on the Parent’s estimated taxable income for each applicable quarterly period, and 100 times annually, based on Parent’s annual federal income tax filing, provided that if the aggregate per share quarterly estimates for any tax year exceed the actual annual amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)for such tax year, declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence excess shall be adjusted by multiplying such amount by a fraction, deducted from the numerator of which is the number of shares of Common Stock outstanding immediately next quarterly distribution(s) to occur after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventannual federal income tax filing.

Dividends and Distributions. (a) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, receive when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “Quarterly Dividend Payment DateQUARTERLY DIVIDEND PAYMENT DATE”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) to, subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, Stock of the Corporation (the “Common StockCOMMON STOCK”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1October 28, 2014 2009 (the “Rights Declaration DateRIGHTS DECLARATION DATE”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding Outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th eleventh day of January, AprilMarch, July June and October September in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 25 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared (but not withdrawn) on the Common Stockcommon stock, par value $0.001 1.00 per share, of the Corporation (the “"Common Stock”") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1November 14, 2014 1986 (the “"Rights Declaration Date”") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th first day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount (if any) per share (rounded to the nearest cent) equal to the greater of (a) $0.01 1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions distributions, other than a dividend payable in shares of Common Stock of the Company or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) Stock since the immediately preceding Quarterly Dividend Payment Date, Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1the issuance of any share or fraction of a share of Series A Preferred Stock, 2014 (the “Rights Declaration Date”) (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, (ii) subdivide or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock in preference to the holders of Common Stock and of any other junior stock, shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purposetherefor, quarterly dividends payable in cash quarterly on or before the 30th first day of January, April, July and October in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1the record date for the initial distribution of the Corporation's Preferred Stock Purchase Rights pursuant to the Rights Agreement between the Corporation and ChaseMellon Shareholder Services, 2014 L.L.C., as Rights Agent (the “"Rights Declaration Date”) "), (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to the prior and superior preferential rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividendsall Senior Stock, the holders of shares of Series A Junior Participating B Preferred Stock shall be entitled to receive, when, when and as authorized and if authorized declared by the Board of Directors and declared by the Corporation Directors, out of funds legally available for the purposepayment of dividends: (i) commencing on the first Dividend Payment Date following the Issuance Date and continuing through the third anniversary of the Issuance Date, quarterly (A) cumulative preferential dividends payable in cash on or before the 30th day of January, April, July and October in each year (each such date being referred to herein Dividend Payment Date at a rate of six percent (6%) per annum of the Stated Amount of each share of the then outstanding Series B Preferred Stock, and (B) cumulative preferential dividends payable in additional shares of Series B Preferred Stock on each such Dividend Payment Date at a rate of four percent (4%) per annum of the Stated Amount of each share of the then outstanding Series B Preferred Stock; and (ii) commencing with the First Dividend Period occurring after the third anniversary of the Issuance Date, cumulative preferential dividends payable entirely in cash on each such Dividend Payment Date at a rate of ten percent (10%) per annum of the Stated Amount of each share of the then outstanding Series B Preferred Stock. Dividends on shares of Series B Preferred Stock shall accrue and be cumulative from the Issuance Date. Dividends shall be payable quarterly in arrears when and as declared by the Board of Directors on each Dividend Payment Date (or, if such Dividend Payment Date is not a “Quarterly Business Day, the first (1st) Business Day following the Dividend Payment Date”), ) in respect of the Dividend Period ending on such Dividend Payment Date (but without including such Dividend Payment Date) commencing on the first Quarterly Dividend Payment Date after and continuing for so long as the first issuance Series B Preferred Stock is outstanding. If cash dividends on the Series B Preferred Stock are in arrears and unpaid for a period of 60 days or more (a share or fraction "Dividend Default"), then dividends shall accrue at the rate of a sixteen percent (16%) per annum of the Stated Amount of each share of the then outstanding Series A Junior Participating B Preferred Stock, compounded quarterly (the "Default Rate") from the last Dividend Payment Date on which cash dividends were to be paid in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of full until such time as all cash dividends, and 100 times the aggregate per share amount (payable dividends in kind) of all non-cash dividends or other distributions other than a dividend payable arrears are once again paid in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, full with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share current quarterly dividend. Any reference herein to "cumulative dividends" or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event."

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock preferred stock ranking prior and superior to the shares of Series A Junior Participating C Preferred Stock with respect to dividendsStock, the holders of shares of Series A Junior Participating C Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th fifteenth day of JanuaryMarch, AprilJune, July September, and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating C Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 34, or (b) subject to the provision for adjustment hereinafter set forth, 100 one hundred times the aggregate per share amount of all cash dividends, and 100 one hundred times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 1.00 per share, of the Corporation (the “"Common Stock”") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating C Preferred Stock. In the event the Corporation shall at any time after January 120, 2014 1997 (the “"Rights Declaration Date”) "), (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating C Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th day August 31, November 30, February 28, and May 31 of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 .01 or (b) subject to the provision for adjustment hereinafter set forth, 100 one thousand (1,000) times the aggregate per share amount of all cash dividends, and 100 one thousand (1,000) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 .001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1May 12, 2014 2003 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of shares of preferred stock (generally, “Preferred Stock Shares”) ranking prior and superior to the shares Series A Junior Participating Preferred Shares with respect to dividends (if any), the holders of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock Shares shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by of the Corporation Company (the “Board”) out of funds legally available for the purpose, quarterly dividends payable in cash on or before at such times as dividends, other than dividends payable in Common Shares (as defined herein), are paid by the 30th day Company to holders of Januaryshares of the common stock, Aprilpar value $0.01 per share, July and October in each year of the Company (each such date being referred to herein as a the “Quarterly Dividend Payment DateCommon Shares”), commencing on the first Quarterly Dividend Payment Date after date on which such a dividend is paid by the Company to the holders of the Common Shares following the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, Share or fraction thereof. Each such dividend payable on the Series A Junior Participating Preferred Shares shall be in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) to, subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and plus 100 times the aggregate per share amount (payable in kind) of all non-cash noncash dividends or other distributions distributions, other than a dividend payable in shares of Common Stock Shares or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared by the Board and then payable on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred StockShares. In the event the Corporation Company shall at any time after January 1December 11, 2014 2007 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common Stock, Shares or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock Shares were entitled immediately prior to such event under clause (b) of pursuant to the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any other series of Preferred Stock preferred shares or other class of shares not by its terms ranking prior and superior to the shares of on a parity with, or junior to, this Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of this Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purposeDirectors, quarterly dividends payable in cash on or before the 30th first day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of this Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ai) $0.01 1.00 or (bii) subject an amount per share equal to the provision for adjustment Formula Number (as hereinafter set forth, 100 defined) then in effect times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) A Shares since the immediately preceding Quarterly Dividend Payment Date, Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share of this Series. In addition, if the Company shall pay any dividend or fraction make any distribution on the A Shares payable in assets, securities or other forms of a noncash consideration (other than dividends or distributions solely in A Shares) then, in each such case, the Company shall simultaneously pay or make on each outstanding share of this Series a dividend or distribution in like kind of the Formula Number then in effect times such dividend or distribution on each A Junior Participating Preferred StockShare. In As used herein, the event the Corporation "Formula Number" shall be 100; provided, however, that if at any time after January 1, 2014 (the “Rights Declaration Date”) Company shall (i) declare or pay any dividend on Common Stock the Voting Shares payable in shares of Common StockVoting Shares or make any distribution on the Voting Shares in Voting Shares, (ii) subdivide (by a stock split or otherwise) the outstanding Common Stock, Voting Shares into a larger number of Voting Shares or (iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock Voting Shares into a smaller number of sharesVoting Shares, then in each such case event the amount Formula Number shall be adjusted to which holders of shares of Series A Junior Participating Preferred Stock were entitled a number determined by multiplying the Formula Number in effect immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the aggregate number of shares of Common Stock Voting Shares that are outstanding immediately after such event and the denominator of which is the aggregate number of shares of Common Stock Voting Shares that were are outstanding immediately prior to such eventevent (and rounding the result to the nearest whole number); and provided further, that if at any time the Company shall issue any shares of its capital stock in a reclassification or change of the outstanding Voting Shares (including any such reclassification or change in connection with a merger in which the Company is the surviving corporation), then in each such event the Formula Number shall be appropriately adjusted to reflect such reclassification or change.

Dividends and Distributions. (ai) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock preferred shares of the Trust ranking prior and superior to the shares of Series A Junior Participating B Preferred Stock Shares with respect to dividends, the holders of shares of Series A Junior Participating B Preferred Stock Shares shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation Trustees out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on or before the 30th day last Business Day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share Series B Preferred Share or fraction of a share of Series A Junior Participating Preferred Stockthereof, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock Shares (hereinafter defined) or a subdivision of the outstanding shares of Common Stock Shares (by a reclassification or otherwise), declared authorized on the Common Stockcommon shares of beneficial interest, $0.01 par value $0.001 per share, of the Corporation Trust (the “Common StockShares”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share Series B Preferred Share or fraction of a share of Series A Junior Participating Preferred Stockthereof. In the event the Corporation Trust shall at any time after January 1following August 31, 2014 (the “Rights Declaration Date”) 2001 (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common Stock, Shares or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating B Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior D Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior D Participating Preferred Stock shall be entitled to receive, receive when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of January, April, July July, and October in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior D Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior D Participating Preferred Stock. In the event the The Corporation shall at any time declare a dividend or distribution on the Series D Participating Preferred Stock as provided in paragraph (a) above immediately after January 1, 2014 (it declares a dividend or distribution on the “Rights Declaration Date”) (i) declare any dividend on Common Stock (other than a dividend payable in shares of Common Stock, (ii) subdivide ). Dividends shall begin to accrue on outstanding shares of Series D Participating Preferred Stock from the outstanding Common Quarterly Dividend Payment Date first following the date of issue of such shares of Series D Participating Preferred Stock, or (iii) combine unless the outstanding Common Stock into a smaller number date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, then in each such case or unless the amount to which date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior D Participating Preferred Stock were entitled immediately prior to receive a quarterly dividend and before such event under clause (b) Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the preceding sentence shares of Series D Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be adjusted by multiplying allocated pro rata on a share-by-share basis among all such amount by shares at the time outstanding. The Board of Directors may fix a fraction, record date for the numerator determination of which is the number holders of shares of Common Series D Participating Preferred Stock outstanding immediately after such event and the denominator entitled to receive payment of a dividend or distribution declared thereon, which is the number of shares of Common Stock that were outstanding immediately record date shall be no more than 30 days prior to such eventthe date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the such purpose, quarterly dividends payable in cash to holders of record on or before the 30th last business day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or 1.00 and (b) subject to the provision for adjustment hereinafter set forth, 100 1000 times the aggregate per share amount of all cash dividends, and 100 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 0.75 per share, of the Corporation (the “"Common Stock”") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event If the Corporation shall at any time after January 1following February 5, 2014 (the “Rights Declaration Date”) 1996 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior provisions for adjustment hereinafter set forth, and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior subject to the shares of Series A Junior Participating Preferred Stock with respect to dividendsCompanies Xxx 0000 (the “Act”), the holders of shares of Series A Junior Participating B Preferred Stock Shares shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation receive out of funds legally available for the purpose, quarterly preferential dividends payable in cash on or before the 30th day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of five percent (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind5%) of all non-cash dividends the Series B Original Issue Price (as defined in paragraph 2(B) of this Section 2) (or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 1.25) per annum per share, payable quarterly on the [ ] day of the Corporation February, May, August and November, respectively (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date”), orin each year during which any Series B Preferred Shares remain issued and outstanding (the “Preferential Dividends”). The Preferential Dividends shall accrue from the Issuance Date (as defined in paragraph 8(A) of Section 8), with respect whether or not declared; shall be fully cumulative, prior and in preference to any declaration or payment of any dividend or other distribution on any other class or series of capital stock of the Company that is junior to the first Quarterly Dividend Payment DateSeries B Preferred Shares including, since for greater certainty, the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In Shares described in the event the Corporation shall at any time after January 1Company’s rights agreement with CIBC Mellon Trust Company, 2014 as rights agent (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately Shares”), and the common shares, par value $0.01 each (the “Common Shares”) of the Company. Except with the consent in writing of the holders of the Series B Preferred Shares, no dividend will at any time be declared and paid on or set apart for payment on any other class or series of capital stock of the Company that ranks in parity with the Series B Preferred Shares (the “Parity Shares”) in any quarter unless the Preferential Dividends on all the Series B Preferred Shares outstanding prior to such event under clause (b) payment have been declared and paid through the most recent Quarterly Payment Date either prior to or coincidental with the payment of such dividends on the Parity Shares. The Preferential Dividends shall be payable, at the sole election of the preceding sentence shall be adjusted by multiplying such amount by a fractionCompany, (i) in cash or (ii) in kind in the numerator form of which is additional Series B Preferred Shares (with an issue price equal to the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventSeries B Original Issue Price).

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th 1st day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 0.10 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Class B Common Stock, par value $0.001 per share, Stock of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1[—], 2014 2013 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock preferred shares of the Corporation ranking prior and superior to the shares of Series A Junior Participating Preferred Stock Shares with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock Shares shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on or before the 30th day last Business Day of January, April, July and October in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”), ") (commencing on the first Quarterly Dividend Payment Date after the first issuance of a share Series A Preferred Share or fraction of a share of Series A Junior Participating Preferred Stock, thereof) in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock Shares (hereinafter defined) or a subdivision of the outstanding shares of Common Stock Shares (by a reclassification or otherwise), declared on the Common Stockshares of common stock, par value $0.001 per 0.10 share, of the Corporation (the “"Common Stock”Shares") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share Series A Preferred Share or fraction of a share of Series A Junior Participating Preferred Stockthereof. In the event the Corporation shall at any time after January 1following _______, 2014 (the “Rights Declaration Date”) 1998 (i) declare or pay any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common Stock, Shares or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th 1st day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ai) $0.01 0.10 or (bii) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, Stock of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1March 2, 2014 2011 (the “Rights Declaration Date”) (iA) declare any dividend on Common Stock payable in shares of Common Stock, (iiB) subdivide the outstanding Common Stock, or (iiiC) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (bii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock preferred stock of the Company ranking prior and superior to the shares of Series A C Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A C Junior Participating Preferred Stock Stock, in preference to the holders of shares of Common Stock, par value $0.25 per share, and shares of Serial Common Stock, par value $0.25, of the Company (the "Common Stock"), and of any other junior stock, shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before any regular quarterly dividend payment date as shall be established by the 30th day Board of January, April, July and October in each year Directors (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A C Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) Stock since the immediately preceding Quarterly Dividend Payment Date, Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A C Junior Participating Preferred Stock. In the event the Corporation Company shall at any time after January 1July 13, 2014 1998 (the “"Rights Declaration Date”) (i") declare or pay any dividend on the Common Stock payable in shares of Common Stock, (ii) subdivide or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the amount to which holders of shares of Series A C Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock Shares ranking prior and superior to the shares of Series A Junior Participating Preferred Stock Shares with respect to dividendsdividends (if any), the holders of shares of Series A Junior Participating Preferred Stock Shares shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th 15th day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred StockShare or fraction thereof, in an amount per share (rounded to the nearest cent) equal to the greater of (aX) $0.01 5 or (bY) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and plus 100 times the aggregate per share amount (payable in kind) of all non-cash noncash dividends or other distributions distributions, other than a dividend payable in common shares of beneficial interest, par value $.01 per share, of the Trust (the "Common Stock Shares") or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common StockShares, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred StockShare or fraction thereof. In the event the Corporation Trust shall at any time after January 1May 20, 2014 1997 (the “"Rights Declaration Date”") (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common Stock, Shares or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock Shares were entitled immediately prior to such event under clause (bY) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, receive when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of January, April, July and October in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) to, subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, Stock of the Corporation (the “"Common Stock”") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1October 23, 2014 1996 (the “"Rights Dividend Declaration Date”") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock preferred stock of the Company ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash to holders of record on or before the 30th day last Business Day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”), ") (commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share shares of Series A Junior Participating Preferred Stock, Stock or fraction thereof) in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by a reclassification or otherwise), declared authorized on the Common Stockcommon stock, par value $0.001 0.10 per share, of the Corporation Company (the “"Common Stock”") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share shares of Series A Junior Participating Preferred StockStock or fraction thereof. In the event the Corporation Company shall at any time after January 1following May 12, 2014 (the “Rights Declaration Date”) 1999 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, Stock or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock Stock, if any, issued from time to time ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th fifteenth day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (ax) $0.01 1.00 or (by) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1July 31, 2014 1996 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (by) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th 15th day of JanuaryFebruary, AprilMay, July August and October November in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 .25 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, without par value $0.001 per sharevalue, of the Corporation (the “"Common Stock”") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1following May 14, 2014 (the “Rights Declaration Date”) 1990 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide or split the outstanding Common Stock, Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or other similar stock) ranking prior and superior to the shares of Series A Junior Participating B Preferred Stock with respect to dividendsdividends (it being understood that the Corporation’s Series A‑3 Preferred Stock and Series A‑4 Preferred Stock rank superior to the shares of Series B Preferred Stock as to dividends and distributions), the holders of shares of Series A Junior Participating B Preferred Stock Stock, in preference to the holders of common stock, par value $0.001 per share, of the Corporation (the “Common Stock”), and of any other junior stock, shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th 1st day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 0.001 or (b) subject to the provision for adjustment hereinafter set forth, 100 one thousand (1,000) times the aggregate per share amount of all cash dividends, and 100 one thousand (1,000) times the aggregate per share amount (payable in kind) of all non-cash non‑cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating B Preferred Stock. In the event the Corporation shall at any time after January 1August 30, 2014 2021 (the “Rights Dividend Declaration Date”) (i) declare and pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine or consolidate the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is shall be the total number of shares of Common Stock outstanding immediately after prior to the occurrence of such event and the denominator of which is shall be the total number of shares of Common Stock that were outstanding immediately prior to following the occurrence of such event.

Dividends and Distributions. (aA)(i) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock preference shares (or any similar shares) ranking prior and superior to the shares of Series A Junior Participating Preferred Stock Preference Shares with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock Preference Shares, in preference to the holders of Common Shares and of any other junior shares, shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th first day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “Quarterly "Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share Series A Preference Share or fraction of a share of Series A Junior Participating Preferred Stockthereof, in an amount per share (rounded to the nearest cent) equal to the greater of (a) U.S. $0.01 1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and plus 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock Shares or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) Shares since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share Series A Preference Share or fraction thereof. The multiple of a share cash and non-cash dividends declared on the Common Shares to which holders of the Series A Junior Participating Preferred Stock. Preference Shares are entitled, which shall be 100 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Dividend Multiple." In the event the Corporation Company shall at any time after January 1, 2014 (the “Rights Declaration Date”) date hereof (i) declare or pay any dividend on Common Stock Shares payable in shares of Common StockShares, or (ii) subdivide effect a subdivision or combination or consolidation of the outstanding Common Stock, Shares (by reclassification or (iiiotherwise than by payment of a dividend in Common Shares) combine the outstanding Common Stock into a smaller greater or lesser number of sharesCommon Shares, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series A Junior Participating Preferred Stock were Preference Shares shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, receive when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the that purpose, quarterly dividends payable in cash on or before the 30th last day of January, April, July and October in each -38- 42 year (each such date being referred to herein as a “Quarterly Dividend Payment Date”"QUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other (except as provided in Section 2 hereof) than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the The Corporation shall at any time declare a dividend or distribution on the Series A Participating Preferred Stock as provided in paragraph (a) above immediately after January 1, 2014 (it declares a dividend or distribution on the “Rights Declaration Date”) (i) declare any dividend on Common Stock (other than a dividend payable in shares of Common Stock, (ii) subdivide ). Dividends shall begin to accrue on outstanding shares of Series A Participating Preferred Stock from the outstanding Common Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Participating Preferred Stock, or (iii) combine unless the outstanding Common Stock into a smaller number date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, then in each such case or unless the amount to which date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to receive a quarterly dividend and before such event under clause (b) Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the preceding sentence shares of Series A Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be adjusted by multiplying allocated pro rata on a share-by-share basis among all such amount by shares at the time outstanding. The Board of Directors may fix a fraction, record date for the numerator determination of which is the number holders of shares of Common Series A Participating Preferred Stock outstanding immediately after such event and the denominator entitled to receive payment of a dividend or distribution declared thereon, which is the number of shares of Common Stock that were outstanding immediately record date shall be no more than 30 days prior to such eventthe date fixed for the payment thereof.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th 1st day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 0.10 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-non cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Class B Common Stock, par value $0.001 per share, Stock of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1November 8, 2014 2004 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, receive when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of JanuarySeptember, AprilDecember, July March and October June in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) to, subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, Stock of the Corporation (the “"Common Stock”") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1March 24, 2014 1992 (the “"Rights Declaration Date”") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (ai) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating B Serial Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating B Serial Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Corporation's Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th first day of January, April, July and October in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating B Serial Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or 1.00 and (b) subject to the provision for adjustment Formula Number (as hereinafter set forth, 100 defined) then in effect times the aggregate per cash dividend then to be paid on each share amount of all cash dividendsCommon Stock In addition, and 100 times if the aggregate per share amount (Corporation shall <PAGE> -1- pay any dividend or make any distribution on the Common Stock payable in kind) assets, securities or other forms of all non-cash noncash consideration (other than dividends or other distributions other than a dividend payable solely in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwiseStock), declared on the Common Stockthen, par value $0.001 per sharein each such case, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share shall simultaneously pay or fraction of a make on each outstanding whole share of Series A Junior Participating B Serial Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. In As used in this Designation and the Rights Agreement, the "Formula Number" shall be 100; provided, however, that in the event the Corporation shall at any time after January 1December 23, 2014 2002 (the “"Rights Declaration Date”") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine (by reverse split or otherwise) the outstanding Common Stock into a smaller number of shares, then in each such case the amount Formula Number shall be adjusted to which holders of shares of Series A Junior Participating Preferred Stock were entitled a number determined by multiplying the Formula Number in effect immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventevent (and rounding the result to the nearest whole number); and provided further, that if at any time after December 23, 2002 the Corporation shall issue any shares of its capital stock in a merger, reclassification or change of the outstanding shares of Common Stock, then in each such event the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each share of Serial Preferred Stock continues to be the economic equivalent of a Formula Number of shares of Common Stock prior to such merger, reclassification or change.

Dividends and Distributions. The Parent and the Borrower will not, and will not permit any other Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment to its Equity Interest holders, except: (ai) Subject to the prior Parent may declare and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock pay dividends with respect to dividends, the holders of its Equity Interests payable solely in additional shares of Series A Junior Participating Preferred Stock shall be entitled its Equity Interests (other than Disqualified Capital Stock); (ii) Subsidiaries may declare and make Restricted Payments ratably with respect to receivetheir Equity Interests; (iii) the Parent may make Restricted Payments pursuant to and in accordance with stock option plans or other equity incentive or benefit plans for management or employees of the Parent and its Subsidiaries; (iv) the Parent may make Permitted Tax Distributions in accordance with the last sentence of this Section 9.04; (v) the Parent may, whensubstantially contemporaneously with (and in any event within three (3) Business Days after) its receipt of (A) any Unrestricted Subsidiary Distribution received directly from any Unrestricted Subsidiary or indirectly from the Borrower or (B) the proceeds of any Transfer of any Equity Interests in any Unrestricted Subsidiary, as and if authorized by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly make cash distributions or dividends payable in cash on or before the 30th day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, its members in an amount per share not to exceed the amount of the corresponding Unrestricted Subsidiary Distribution or such net proceeds, respectively; provided that prior to or contemporaneously with making such cash distribution or dividend described in this clause (rounded to v), the nearest cent) Borrower shall make a principal payment on the Borrowings in an aggregate amount equal to the greater of (a1) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, Investments made by the Parent and/or the Restricted Subsidiaries in such Unrestricted Subsidiary from and 100 times after the Effective Date pursuant to Section 9.05(i) minus (2) the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect principal payments previously made pursuant to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.this 92

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by of the Corporation out of funds legally available for the such purpose, quarterly dividends payable in cash to holders of record on or before the 30th last business day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or 1.00 and (b) subject to the provision for adjustment hereinafter set forth, 100 1000 times the aggregate per share amount of all cash dividends, and 100 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 .01 per share, of the Corporation (the “"Common Stock”") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event If the Corporation shall at any time after January 1following February 7, 2014 (the “Rights Declaration Date”) 1997 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to the prior and superior rights of the The holders of any shares of any series of PIK Preferred Stock ranking prior and superior Stock, in preference to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A any Junior Participating Preferred Stock Securities, shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for therefor, cumulative dividends, at a rate of 13.0% per annum (as such rate may be increased in accordance with the purposeterms hereof, quarterly dividends the "Dividend Rate") of the Liquidation Preference (as hereinafter defined) (computed on the basis of a 360-day year and taking into account the different dividend rates, if any, during the course of such year) payable in cash on or before the 30th day [insert date which is six-month anniversary of January, April, July Effective Date] and October in [insert date which is twelve-month anniversary of Effective Date] of each year (each such date being referred to herein as a “Quarterly "Dividend Payment Date”"), commencing or at the option of the Company, on the first Quarterly each Dividend Payment Date after the first issuance of a share on or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded prior to the nearest cent) seventh anniversary of the Effective Date (as hereinafter defined), by validly issuing fully paid and non-assessable shares of PIK Preferred Stock with an aggregate Liquidation Preference equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividendsthe dividends to be paid. All undeclared dividends and declared but unpaid dividends shall compound on a semi-annual basis at the then applicable Dividend Rate, without any duplication when and 100 times if the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stockare actually paid. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare any dividend that the Company fails to redeem the PIK Preferred Stock on Common Stock payable in shares of Common Stockthe Scheduled Redemption Date, pursuant to Section 8(a) hereof, or (ii) subdivide of a Change of Control (as hereinafter defined) and the outstanding Common Stock, or (iii) combine failure of the outstanding Common Stock into a smaller number of shares, then in each such case Company to redeem the amount to which holders of shares of Series A Junior Participating PIK Preferred Stock were entitled immediately prior pursuant to such event under clause (bSection 8(c) of hereof, the preceding sentence Dividend Rate then applicable shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior increased to such event15.0% per annum.

Dividends and Distributions. (a) Subject No dividends or other distributions with respect to shares of Parent Series B Common Stock, Parent Series C Common Stock or Parent Preferred Stock issued pursuant to the prior and superior rights of Merger shall be paid to the holders holder of any shares unsurrendered Certificates or non-exchanged Book Entry Shares until such Certificates (subject to Section 2.7(i)) or Book Entry Shares are properly surrendered or exchanged in accordance with this Section 2.7. Following such surrender or exchange, there shall be paid, without interest, to the record holder of any series of Preferred Stock ranking prior and superior to the shares of Parent Series A Junior Participating B Common Stock, Parent Series C Common Stock or Parent Preferred Stock issued in exchange therefor (i) all dividends and other distributions payable in respect of such shares of Parent Series B Common Stock, Parent Series C Common Stock or Parent Preferred Stock with a record date after the Effective Time and a payment date on or prior to the date of such surrender or exchange and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to dividendssuch shares of Parent Series B Common Stock, Parent Series C Common Stock and Parent Preferred Stock with a record date after the holders Effective Time but with a payment date subsequent to the date of such surrender or exchange. For purposes of dividends or other distributions in respect of shares of Parent Series A Junior Participating B Common Stock, Parent Series C Common Stock or Parent Preferred Stock, all shares of Parent Series B Common Stock, Parent Series C Common Stock or Parent Preferred Stock to be issued pursuant to the Merger shall be entitled to receive, when, as dividends and if authorized by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) since pursuant to the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the sentence as if issued and outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) as of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventEffective Time.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 1.00 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1October 22, 2014 2007 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) (i) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock preferred stock (or any similar stock) ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock Stock, in preference to the holders of shares of common stock and of any other junior stock, shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th first day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 10,000 times the aggregate per share amount of all cash dividends, and 100 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock common stock or a subdivision of the outstanding shares of Common Stock common stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) common stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. The multiple of cash and non-cash dividends declared on the common stock to which holders of the Series A Preferred Stock are entitled, which shall be 10,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Dividend Multiple.” In the event the Corporation shall at any time after January 1the close of business on December 29, 2014 2020 (the “Rights Declaration Date”) (ia) declare or pay any dividend on Common Stock common stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stockcommon stock, or (iiib) combine effect a subdivision or combination or consolidation of the outstanding Common Stock shares of common stock (by reclassification, by payment of a dividend in shares of common stock or otherwise) into a smaller greater or lesser number of sharesshares of common stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series A Junior Participating Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock common stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock common stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) (i) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock preferred stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to the payment of dividends, the holders of shares of Series A Junior Participating Preferred Stock, in preference to the holders of Common Stock and of any other junior stock, shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by of the Corporation Company out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th first day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share Series A Preferred Stock or fraction of a share of Series A Junior Participating Preferred Stockthereof, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 plus 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share Series A Preference Stock or fraction thereof. The multiple of a share cash and non-cash dividends declared on the Common Stock to which holders of the Series A Junior Participating Preferred Stock. Stock are entitled, which shall be 1,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Dividend Multiple.” In the event the Corporation Company shall at any time after January 1, 2014 (the “Rights Declaration Date”) date hereof (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iiiii) combine effect a subdivision or combination or consolidation of the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock) into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series A Junior Participating Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior D Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior D Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of January[March, AprilJune, July September and October December] in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior D Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 10.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash noncash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, $.01 par value $0.001 per sharevalue, of the Corporation (the “"Common Stock”") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior D Participating Preferred Stock. In the event the Corporation shall at any time after January 1February 25, 2014 1998 (the “"Rights Declaration Date”) "), (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior D Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th fifteenth day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock Stock, par value $0.01 per share, of the Corporation (the "Common stock"), or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock Stock, Series D, with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock Stock, Series D, in preference to the holders of shares of Common Stock, par value $1.00 per share (the "Common Stock"), of the Corporation and any other junior stock, shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the that purpose, quarterly dividends payable in cash on or before the 30th 10th day of January, April, July and October in each year (or, in each case, if not a date on which the Corporation is open for business, the next date on which the Corporation is so open) (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, Series D, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 10.00, or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. , Series D. In the event the Corporation shall at any time after January 1August 4, 2014 1997 (the “Rights Declaration "Effective Date”") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock Stock, Series D, were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock A2 outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject Declare or pay directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to the prior and superior rights any shares of the holders of its capital stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value any shares of any series class of Preferred Stock ranking prior its capital stock or set aside any amount for any such purpose; provided, however, that (i) each of the Guarantors and superior TAFSI may declare and pay dividends or make other distributions to the shares Borrower or another Guarantor, (ii) so long as no Default or Event of Series A Junior Participating Preferred Default shall have occurred and be continuing or shall be caused thereby, the Borrower may declare and pay dividends or make other distributions to repurchase or redeem Common Stock of the Borrower from officers, directors or employees of the Borrower who are no longer employed by the Borrower, so long as the aggregate amount of such dividends or other distributions paid during any fiscal year shall not exceed the sum of (A) $3,000,000, provided that such $3,000,000 permitted amount shall be increased with respect to dividendsany fiscal year ending after January 1, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive2001, when, as and if authorized by the Board amount of Directors and declared by the Corporation out of funds legally available unused permitted dividends or other distributions under this clause for the purpose, quarterly dividends payable in cash on or before the 30th day of January, April, July and October in each immediately preceding fiscal year (each such date amount, a "Carry-Forward Amount") (it being referred to herein as a “Quarterly Dividend Payment Date”), commencing on understood and agreed that (x) no Carry-Forward Amount may be carried forward beyond the first Quarterly Dividend Payment Date after two fiscal years immediately following the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, fiscal year in an amount per share which it arose and (rounded to the nearest centy) equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash any dividends or other distributions other than a dividend payable made under this clause in shares any fiscal year shall be deemed made, first, in respect of any Carry-Forward Amount from the earlier of the two immediately preceding fiscal years, second, in respect of any Carry-Forward Amount from the more recent immediately preceding fiscal year and, third, in respect of the amount permitted to be made in such fiscal year (without giving effect to any Carry-Forward Amount)), plus (B) the proceeds of any resale of such Common Stock or a subdivision common stock, as the case may be, to other or new employees, directors or officers of the outstanding shares of Common Stock (by reclassification Borrower made prior to or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share within 180 days after such repurchases or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or redemptions and (iii) combine so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the outstanding Common Stock into a smaller number Borrower may redeem in whole or in part any capital stock of sharesthe Borrower by issuing, then in consideration for such redemption, any other class of capital stock of the Borrower or rights to acquire such capital stock; provided that any capital stock so issued or to be issued shall not provide for any amortization, sinking fund payment, mandatory cash dividends or redemptions, or any right on the part of the holder to require redemption, repurchase or repayment thereof, in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence date that is six months after the Term Loan Maturity Date, and shall be adjusted by multiplying such amount by not have terms, taken as a fractionwhole, materially disadvantageous to the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.Lenders. 98 93

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the The holders of shares of Series A Junior Participating D Preferred Stock shall be entitled to receive, when, as as, and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the such purpose, quarterly dividends payable in cash on or before at the 30th day rate of January$55 per annum per share, Apriland no more (except as otherwise provided herein), July and October in each year which shall be fully cumulative, shall accrue without interest (each such date being referred to except as otherwise provided herein as a “Quarterly Dividend Payment Date”), commencing to dividends in arrears) from the date of original issuance of each share of Series D Preferred Stock and shall be payable quarterly on the first Quarterly each Dividend Payment Date after of each year commencing February 1, 1999 (except that if any such date is not a Business Day, then such dividend shall be payable on the first issuance next succeeding day that is a Business Day) to holders of a share or fraction record as they appear on the stock books of a share the Corporation on such record dates, not more than ten nor less than five days preceding the payment dates for such dividends, as shall be fixed by the Board. Notwithstanding any other provision hereof, the rate of dividends on the shares of Series A Junior Participating D Preferred StockStock shall be subject to increase in accordance with Section 10(b)(4). Dividends on the Series D Preferred Stock shall be paid in cash or, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forthlimitations in Section 5(b), 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision any combination of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in cash and shares of Common Stock, (ii) subdivide at the outstanding Common option of the Corporation as hereinafter provided. The amount of the dividends payable per share of Series D Preferred Stock for each quarterly dividend period shall be computed by dividing the annual dividend amount by four. The amount of dividends payable for the initial dividend period and any period shorter than a full quarterly dividend period shall be computed on the basis of a 360-day year of twelve 30-day months. Dividends not paid on a Dividend Payment Date, whether or not such dividends have been declared, will bear Arrearage Interest until paid. No dividends or other distributions, other than dividends payable solely in shares of any Junior Dividend Stock, shall be paid or set apart for payment on any shares of Junior Dividend Stock, and no purchase, redemption, or other acquisition shall be made by the Corporation of any shares of Junior Dividend Stock unless and until all accrued and unpaid dividends on the Series D Preferred Stock and Arrearage Interest on dividends in arrears at the rate specified herein shall have been paid or declared and set apart for payment. If at any time any dividend on any Senior Dividend Stock shall be in default, in whole or in part, no dividend shall be paid or declared and set apart for payment on the Series D Preferred Stock unless and until all accrued and unpaid dividends with respect to the Senior Dividend Stock, including the full dividends for the then current dividend period, shall have been paid or declared and set apart for payment, without interest. No full dividends shall be paid or declared and set apart for payment on any Parity Dividend Stock for any period unless all accrued but unpaid dividends (iiiand Arrearage Interest on dividends in arrears) combine have been, or contemporaneously are, paid or declared and set apart for such payment on the outstanding Common Series D Preferred Stock. No full dividends shall be paid or declared and set apart for payment on the Series D Preferred Stock into a smaller number for any period unless all accrued but unpaid dividends have been, or contemporaneously are, paid or declared and set apart for payment on the Parity Dividend Stock for all dividend periods terminating on or prior to the date of sharespayment of such full dividends. When dividends are not paid in full upon the Series D Preferred Stock and the Parity Dividend Stock, then in each such case the amount to which holders of all dividends paid or declared and set apart for payment upon shares of Series A Junior Participating D Preferred Stock were entitled immediately prior to such event under clause (band Arrearage Interest on dividends in arrears) of and the preceding sentence Parity Dividend Stock shall be adjusted by multiplying such paid or declared and set apart for payment pro rata, so that the amount by a fraction, of dividends paid or declared and set apart for payment per share on the numerator of which is Series D Preferred Stock and the number of Parity Dividend Stock shall in all cases bear to each other the same ratio that accrued and unpaid dividends per share on the shares of Common Series D Preferred Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Parity Dividend Stock that were outstanding immediately prior bear to such eventeach other.

Dividends and Distributions. (aA) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, receive when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) to, subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, Stock of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 124, 2014 2003 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock preferred stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 10.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, without par value $0.001 per sharevalue, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1March 13, 2014 2008 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the The holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Class A Common Stock or a subdivision of the outstanding shares of Class A Common Stock (by reclassification or otherwise), declared on the Class A Common Stock, par value $0.001 0.01 per share, of the Corporation (the “Class A Common Stock”) or a dividend payable in shares of Class B Common Stock or a subdivision of the outstanding shares of Class B Common Stock (by reclassification or otherwise), declared on the Class B Common Stock, par value $0.01 per share, of the Corporation (the “Class B Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1March 18, 2014 2015 (the “Rights Declaration Date”) (i) declare any dividend on Class A Common Stock or Class B Common Stock payable in shares of Class A Common Stock or Class B Common Stock, (ii) subdivide the outstanding Class A Common Stock or Class B Common Stock, or (iii) combine the outstanding Class A Common Stock or Class B Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Class A Common Stock and Class B Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Class A Common Stock and Class B Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the The holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders record of shares of Series A Junior Participating Preferred Stock (the "HOLDERS") shall be entitled to receivereceive dividends at a rate of nine percent (9%) of the Conversion Value (as defined in SECTION 4(A) below) per annum per share of Series A Preferred, when, as and if authorized by the Board of Directors and declared by the Corporation out of funds legally available therefor, which shall be fully cumulative, prior and in preference to any declaration or payment of any dividend or other distribution on any other class or series of Preferred Stock or Common Stock (excluding any stock subdivisions, combinations or consolidations for the purposewhich an adjustment is made under SECTION 4(D)(I) below and subject to SECTION 2(B) below). The dividend(s) payable hereunder shall be payable quarterly on March 31, quarterly dividends payable in cash on or before the 30th day June 30, September 30 and December 31 of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”"QUARTERLY DIVIDEND DATE"), commencing with December 31, 1999, except that if any such date is a Saturday, Sunday or legal holiday then such dividend shall be payable on the first Quarterly Dividend Payment Date after next day that is not a Saturday, Sunday or legal holiday on which banks in the first State of Texas are permitted to be closed (a "BUSINESS DAY"), to Holders on the stock books of the Corporation 10 days preceding the payment date for such dividends (the "RECORD DATE"). The foregoing dividend on the Series A Preferred shall accrue from the date of issuance of a each share or fraction until the earlier of a share (i) the conversion of the Series A Junior Participating Preferred Stockto common shares, in an amount par value $0.01 per share (rounded to the nearest cent"COMMON STOCK") equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Class B Common Stock, par value $0.001 0.01 per share, of the Corporation share (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”"CLASS B COMMON STOCK") (i) declare any dividend on Common Stock payable and Class B Common Stock are sometimes collectively referred to in shares of Common Stockthis Certificate as "CONVERSION SHARES"), or (ii) subdivide the outstanding Common Stockliquidation, distribution or (iiiwinding up of the Corporation. The dividends shall be payable in the manner set forth in SECTION 2(B) combine below. The amount of dividends payable for any period that is shorter or longer than a full quarter shall be computed on the outstanding Common Stock into basis of a smaller 360-day year of twelve 30-day months and the actual number of shares, then days elapsed (including the first day but excluding the last day) occurring in each such case the amount to period for which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventpayable.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A 2 Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A 2 Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by of the Corporation out of funds legally available for the such purpose, quarterly dividends payable in cash to holders of record on or before the 30th last business day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A 2 Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or 1.00 and (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock (hereinafter defined) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stockcommon stock, par value $0.001 0.625 per share, of the Corporation (the “"Common Stock”") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A 2 Junior Participating Preferred Stock. In the event If the Corporation shall at any time after January 1following July 24, 2014 (the “Rights Declaration Date”) 1998 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A 2 Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying each such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A B Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A B Junior Participating Preferred Stock Stock, in preference to the holders of Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), the Class B Common Stock, par value $0.001 per share (the “Class B Common Stock,” and together with the Class A Common Stock, the “Common Stock”) and of any other junior stock, shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th first day of JanuaryFebruary, AprilMay, July August and October November in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A B Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) one dollar ($0.01 1.00) or (b) subject to the provision for adjustment hereinafter set forth, 100 one hundred (100) times the aggregate per share amount of all cash dividends, and 100 one hundred (100) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Class B Common Stock or a subdivision of the outstanding shares of Class B Common Stock (by reclassification or otherwise), declared on the Class B Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A B Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1May 5, 2014 2020 (the “Rights Dividend Declaration Date”) (i) declare and pay any dividend on Class B Common Stock payable in shares of Class B Common Stock, (ii) subdivide the outstanding Class B Common Stock, or (iii) combine or consolidate the outstanding Class B Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A B Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is shall be the total number of shares of Class B Common Stock outstanding immediately after prior to the occurrence of such event and the denominator of which is shall be the total number of shares of Class B Common Stock that were outstanding immediately prior to following the occurrence of such event.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock Shares ranking prior and superior to the shares of Series A Junior Participating Preferred Stock Shares with respect to dividendsdividends (if any), the holders of shares of Series A Junior Participating Preferred Stock Shares shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th 15th day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred StockShare or fraction thereof, in an amount per share (rounded to the nearest cent) equal to the greater of (aX) $0.01 5 or (bY) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 plus 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions distributions, other than a dividend payable in common shares of beneficial interest, par value $.01 per share, of the Trust (the “Common Stock Shares”) or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common StockShares, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred StockShare or fraction thereof. In the event the Corporation Trust shall at any time after January 1March 10, 2014 2004 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common Stock, Shares or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock Shares were entitled immediately prior to such event under clause (bY) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior B Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior B Participating Preferred Stock shall be entitled to receive, receive when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of JanuaryDecember, AprilMarch, July June and October September in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”"QUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior B Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) to, subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, Stock of the Corporation (the “Common Stock”"COMMON STOCK") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior B Participating Preferred Stock. In the event the Corporation shall at any time after January 1April 29, 2014 1997 (the “Rights Declaration Date”"RIGHTS DECLARATION DATE") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior B Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, receive when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) to, subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, Stock of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1December 29, 2014 2008 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case case, the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, receive when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of JanuarySeptember, AprilDecember, July March and October June in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) to, subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, Stock of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1February 5, 2014 2002 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case case, the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) (i) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock preferred stock (or any similar stock) ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock Stock, in preference to the holders of shares of common stock and of any other junior stock, shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th first day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock common stock or a subdivision of the outstanding shares of Common Stock common stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, shares of the Corporation (the “Common Stock”) common stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. The multiple of cash and non-cash dividends declared on the shares of common stock to which holders of the Series A Preferred Stock are entitled, which shall be 1,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Dividend Multiple." In the event the Corporation shall at any time after January 1______ ___, 2014 2000 (the “"Rights Declaration Date”") (i) declare or pay any dividend on Common Stock the shares of common stock payable in shares of Common Stockcommon stock, or (ii) subdivide effect a subdivision or combination or consolidation of the outstanding Common Stock, shares of common stock (by reclassification or (iiiotherwise than by payment of a dividend in shares of common stock) combine the outstanding Common Stock into a smaller greater or lesser number of sharesshares of common stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series A Junior Participating Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock common stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock common stock that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to the prior and superior rights of the The holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating 7% Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, dividends at a rate per annum equal to 7% of the Liquidation Preference (as defined in Section 6.8) per share of the 7% Preferred Stock payable quarterly dividends payable in cash on or before the 30th first business day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing __________________, 199_. Dividends shall be payable at the option of the Board of Directors (x) in cash, (y) in additional shares of 7% Cumulative Convertible Preferred Stock having an aggregate Liquidation Preference equal to the dividend payment, or (2) in any combination of cash and additional shares of 7% Cumulative Convertible Preferred Stock valued on such basis. No dividend or distribution may be declared or paid to holders of Common Stock or on any series of capital stock ranking junior as to dividends to the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating 7% Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend or distribution payable solely in shares of Common Stock or a subdivision of the outstanding any such series of capital stock or in rights or warrants to subscribe for or purchase shares of Common Stock (by reclassification or otherwise)of any such series, declared if there shall be any unpaid dividends on the Common 7% Preferred Stock. In the case of the original issuance of shares of 7% Preferred Stock, par value $0.001 per sharedividends shall begin to accrue and be cumulative from the date of issue. In the case of shares of 7% Preferred Stock issued in exchange for issued share thereof, dividends shall begin to accrue and be cumulative from the Quarterly Dividend Payment Date next preceding the date of issue of such shares to which such dividends have been paid, unless the Corporation (date of issue is a Quarterly Dividend Payment or is a date after the “Common Stock”) since record date for the immediately preceding determination of holders of shares of 7% Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, orin either of which events such dividends shall be cumulative from such Quarterly Dividend Payment Date; provided, with respect to the first however, that if dividends shall not be paid on such Quarterly Dividend Payment Date, since then dividends shall accrue and be cumulative from the first issuance Quarterly Dividend Payment Date to which such dividends have been paid. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of any 7% Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro-rata on a share-by- share or fraction basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of 7% Preferred Stock entitled to receive payment of a share of Series A Junior Participating Preferred Stock. In the event the Corporation dividend declared thereon, which record date shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately be no more than sixty days prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, date fixed for the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventpayment thereof.

Dividends and Distributions. (aA) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A B Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A B Junior Participating Preferred Stock shall be entitled to receive, receive when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A B Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) to, subject to the provision for adjustment hereinafter set forth, 100 10,000 times the aggregate per share amount of all cash dividends, and 100 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, Stock of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A B Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1August 2, 2014 2007 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case case, the amount to which holders of shares of Series A B Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A C Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A C Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th 1st day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A C Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 0.10 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, Stock of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A C Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1December 5, 2014 2001 (the “"Rights Declaration Date”") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A C Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights provisions of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividendsthis Article Fourth, the holders of shares of the Series A Junior Participating Preferred Stock Shares shall be entitled to receive, when, when and as and if authorized declared by the Board of Directors and declared by the Corporation Directors, out of funds legally available for the that purpose, quarterly cumulative dividends payable in cash on or before the 30th 1st day of January, April, July and October in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share Series A Preferred Share or fraction of a share of Series A Junior Participating Preferred Stockthereof, in an amount per share per quarter (rounded to the nearest cent) equal to the greater of (ai) $0.01 70.00 or (bii) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount amount, (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of Common Stock Shares or a subdivision of the outstanding shares of Common Stock (Shares, by reclassification or otherwise), declared on the Common StockShares, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share a Series A Preferred Share or fraction of thereof; provided that, in the event no dividend or distribution shall have been declared on the Common Shares during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a share of dividend on the Series A Junior Participating Preferred StockShares of $20.00 per share shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare or pay any dividend on the Common Stock Shares payable in shares Common Shares, or effect a subdivision or combination of Common Stock, (ii) subdivide the outstanding Common Stock, Shares (by reclassification or (iiiotherwise) combine the outstanding Common Stock into a smaller greater or lesser number of sharesCommon Shares, then in each such case the amount to which holders of shares of the Series A Junior Participating Preferred Stock Shares were entitled immediately prior to such event under clause (bii) of the next preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (a1) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating B Preferred Stock with respect to dividends, if any, the holders of shares of Series A Junior Participating B Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of JanuaryMarch, AprilJune, July September and October in December of each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a any share or fraction of a share of Series A Junior Participating B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or 1.00 and (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount (payable in kind) of all cash dividends, dividends or other distributions and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions (other than (i) a dividend payable in shares of Common Stock (as defined below) of the Corporation or (ii) a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating B Preferred Stock. In The multiple of such cash and non-cash dividends and distributions on the event Common Stock applicable to the determination of the dividends to be paid on the Series B Preferred Stock, which shall initially be 100, but which shall be adjusted from time to time as provided herein, is referred to herein as the “Dividend Multiple.” If the Corporation shall at any time after January 1March 17, 2014 2008 (the “Rights Declaration Date”) (i) ), declare or pay any dividend or make any distribution on Common Stock payable in shares of Common StockStock or effect a subdivision or split or combination, (ii) subdivide consolidation or reverse stock split of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to which holders of shares of Series A Junior Participating B Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.. For purposes hereof, “

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any other series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating C Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating C Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the that purpose, quarterly dividends payable in cash on or before the 30th first day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating C Preferred StockStock (the “First Issuance Time”), in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 10.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1000 times the aggregate per share amount of all cash dividends, and 100 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 0.15625 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating C Preferred Stock. In the event the Corporation shall at any time on or after January 1, 2014 (the “Rights Declaration Date”) First Issuance Time: (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating C Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of Make or pay any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable to, or repay any Indebtedness owed to, any holder of an equity interest in shares of Common Stock the Borrower, or a subdivision of redeem, purchase or otherwise acquire any interest in the outstanding shares of Common Stock (Borrower held by reclassification or otherwise)such Person; MIAMI/4210166.14 provided that, declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare the Borrower may make or pay any dividend on Common Stock payable or distribution to, or repay any Indebtedness owed to, holders of an equity interest in shares the Borrower if such dividends or distributions or repayment of Common StockIndebtedness is paid with equity interests of the Borrower, (ii) subdivide after the outstanding Common StockFunding Date and prior to the Project Completion Date, the Borrower may make or pay any dividend or distribution, or repay any Indebtedness owed, to holders of equity interest in the Borrower with any Distributable Amounts only if (x) after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and the Borrower shall have provided to the Administrative Agent a certificate of the Borrower, signed by a Responsible Officer of the Borrower, to the effect that the Borrower has sufficient financial resources available to it (including access to capital and debt markets, either directly or indirectly through its Affiliates) to construct, complete and equip the Project substantially in accordance with applicable Legal Requirements, Prudent Natural Gas Pipeline Practices, and the Construction Contracts, the Project Budget and Project Schedule, as such Construction Contracts, Project Budget and Project Schedule may be amended from time to time, and (y) the holders of such equity interests in the Borrower agree to contribute equity capital to the Borrower in an equal amount within twelve months from the date of such dividend, distribution or repayment, as applicable, (iii) combine prior to the outstanding Common Stock into a smaller number of sharesFunding Date and after the Project Completion Date, then in each such case the amount Borrower may make or pay any other dividend or distribution, or repay any Indebtedness owed, to which holders of shares equity interests in the Borrower with any Distributable Amounts so long as after giving effect thereto, no Default or Event of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause Default shall have occurred and be continuing, and (biv) and any Subsidiary of the preceding sentence shall be adjusted by multiplying such amount by a fraction, Borrower may make or pay any dividend or distribution to the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventBorrower.

Dividends and Distributions. (aA)(i) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock preferred stock (or any similar stock) ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock Stock, in preference to the holders of shares of common stock and of any other junior stock, shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th first day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 10,000 times the aggregate per share amount of all cash dividends, and 100 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock common stock or a subdivision of the outstanding shares of Common Stock common stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) common stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. The multiple of cash and non-cash dividends declared on the common stock to which holders of the Series A Preferred Stock are entitled, which shall be 10,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Dividend Multiple.” In the event the Corporation shall at any time after January 1October 31, 2014 2013 (the “Rights Declaration Date”) (i) declare or pay any dividend on Common Stock common stock payable in shares of Common Stockcommon stock, or (ii) subdivide effect a subdivision or combination or consolidation of the outstanding Common Stock, shares of common stock (by reclassification or (iiiotherwise than by payment of a dividend in shares of common stock) combine the outstanding Common Stock into a smaller greater or lesser number of sharesshares of common stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to of dividends which holders of shares of Series A Junior Participating Preferred Stock were shall be entitled to receive shall be the Dividend Multiple applicable immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock common stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock common stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the any prior and superior rights of the holders of any shares of any series of Preferred Stock Shares ranking prior and superior to the shares of Series A Junior Participating Preferred Stock Shares with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock Shares shall be entitled prior to the payment of any dividends on shares ranking junior to the Series A Preferred Shares to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred StockShares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 10.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares Common Shares, par value $0.01 per share, of the Company (the "Common Stock Shares") or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) Shares since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred StockShares. In the event the Corporation Company shall at any time after January 1_____________, 2014 2000 (the “"Rights Declaration Date”") (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common StockShares, or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock Shares that were outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were Shares outstanding immediately prior to such event. Such adjustment shall be made successively whenever such a dividend or change in the Common Shares is consummated.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock Shares ranking prior and superior to the shares of Series A Junior Participating Preferred Stock Shares with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock Shares shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred StockShares, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 10 or (b) subject to the provision for adjustment hereinafter set forth, 100 500 times the aggregate per share amount of all cash dividends, and 100 500 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock Shares or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common Stockshares of common stock, par value $0.001 .10 per share, of the Corporation (the “"Common Stock”Shares") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred StockShares. In the event the Corporation shall at any time after January 1May 28, 2014 1993 (the “"Rights Declaration Date”") (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common StockShares, or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount amounts to which holders of shares of Series A Junior Participating Preferred Stock Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount (if any) per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) ), subject to the provision for adjustment hereinafter set forth, 100 equal to 1000 times the aggregate per share amount of all cash dividends, and 100 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions distributions, other than a dividend payable in shares of Common Stock Stock, par value $0.01 per share (the “Common Stock”), of the Company or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) Stock since the immediately preceding Quarterly Dividend Payment Date, Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, (ii) subdivide or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to If, at any time after the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividendsIssuance Date, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than Company pays a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, makes any other distribution with respect to the first Quarterly Dividend Payment DateUnderlying Stock of securities, since the first issuance evidences of indebtedness, assets, cash, rights, warrants or other property (other than (x) any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1, 2014 cash dividends other than Specified Dividends and (the “Rights Declaration Date”y) (i) declare any dividend on Common Stock payable or distribution subject to Section 5.02), including in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into connection with a smaller number of sharesRecapitalization Event, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such amount adjustment by a fraction, (i) the numerator of which shall be (A) the daily volume-weighted average price per share of the Underlying Stock for the last trading day before the Ex-date (or if the Underlying Stock is not then listed on a national securities exchange or quotation system, the number Fair Market Value of shares a share of Common Underlying Stock outstanding immediately after as of the applicable date) minus (B) the Fair Market Value of the items distributed in respect of each share of Underlying Stock in such event dividend or distribution, and (ii) the denominator of which shall be the daily volume-weighted average price per share of the Underlying Stock for the last trading day before the Ex-date (or if the Underlying Stock is not then listed on a national securities exchange or quotation system, the number Fair Market Value of shares a share of Common Underlying Stock that were outstanding as of the applicable date) (in each case the daily volume-weighted average price CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED per share of Underlying Stock shall be as reported by Bloomberg L.P., without regard to pre-open or after hours trading outside of any regular trading sessions for any such scheduled trading day on such trading day), and the product so obtained shall thereafter be the Exercise Price. Such adjustment shall become effective immediately prior after the effective date of such event retroactive to the record date, if any, for such event.

Dividends and Distributions. (a) i. Subject to the prior and superior preferential rights of the holders of any shares of any class or series of capital stock of the Corporation ranking senior to the Series I Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect as to dividends, the holders of shares of the Series A Junior Participating I Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation (or a duly authorized committee thereof), out of funds legally available for the purposepayment of dividends, quarterly cumulative preferential cash dividends payable in cash at the rate of 6% per annum of the $1825.00 liquidation preference per share of the Series I Preferred Stock (equivalent to a fixed annual amount of $109.50 per share of the Series I Preferred Stock). Such dividends shall accrue on or before the 30th day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating I Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividendsStock and be cumulative from, and 100 times the aggregate per share amount including, (payable in kindi) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly dividend payment, the first date on which any share of Series I Preferred Stock is issued (the “Original Issue Date”) and (ii) with respect to all subsequent dividend payments, the day immediately following the date of the last daily distribution accrual that has been paid in full in accordance with Section 3(v), and shall be payable semi-annually in arrears on each Dividend Payment Date (as defined below), commencing on January 15, 2017; provided, however, that if any Dividend Payment Date falls on a date other than a Business Day, then the dividend which would otherwise have been payable on such Dividend Payment Date shall be paid on the first Business Day immediately following such Dividend Payment Date, since the first issuance . The amount of any share or fraction dividend payable on the Series I Preferred Stock for any Dividend Period (as defined below) shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stockholder records of the Corporation at the close of business on the applicable Dividend Record Date (as defined below). Notwithstanding any provision to the contrary contained herein, each outstanding share of Series A Junior Participating I Preferred Stock. In Stock shall be entitled to receive a dividend with respect to any Dividend Record Date equal to the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in paid with respect to each such case the amount to which holders of shares other share of Series A Junior Participating I Preferred Stock were entitled immediately prior to that is outstanding on such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.date. “

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock preferred stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock, in preference to the shares of Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”), and any other stock of the Corporation ranking junior to the Series A Junior Participating Preferred Stock with respect to dividends, shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th day March 15, June 15, September 15 and December 15 of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 0.10 or (b) subject to the provision for adjustment hereinafter set forth, 100 10,000 times the aggregate per share amount of all cash dividends, and 100 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event If the Corporation shall at any time after January 1September 6, 2014 2011 (the “Rights Declaration Date”) (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common StockStock into a larger number of shares, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject Declare or pay directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to the prior and superior rights any shares of the holders of its capital stock or directly or indirectly redeem, purchase, retire or otherwise acquire for value any shares of any series class of Preferred Stock ranking prior its capital stock or set aside any amount for any such purpose; provided, however, that (i) each of the Guarantors and superior TAFSI may declare and pay dividends or make other distributions to the shares Borrower or another Guarantor, (ii) so long as no Default or Event of Series A Junior Participating Preferred Default shall have occurred and be continuing or shall be caused thereby, the Borrower may declare and pay dividends or make other distributions to repurchase or redeem Common Stock of the Borrower from officers, directors or employees of the Borrower who are no longer employed by the Borrower, so long as the aggregate amount of such dividends or other distributions paid during any fiscal year shall not exceed the sum of (A) $5,000,000, provided that such $5,000,000 permitted amount shall be increased with respect to dividendsany fiscal year ending after January 1, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive2005, when, as and if authorized by the Board amount of Directors and declared by the Corporation out of funds legally available unused permitted dividends or other distributions under this clause for the purpose, quarterly dividends payable in cash on or before the 30th day of January, April, July and October in each immediately preceding fiscal year (each such date amount, a "Carry-Forward Amount") (it being referred to herein as a “Quarterly Dividend Payment Date”), commencing on understood and agreed that (x) no Carry-Forward Amount may be carried forward beyond the first Quarterly Dividend Payment Date after two fiscal years immediately following the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, fiscal year in an amount per share which it arose and (rounded to the nearest centy) equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash any dividends or other distributions other than a dividend payable made under this clause in shares any fiscal year shall be deemed made, first, in respect of any Carry-Forward Amount from the earlier of the two immediately preceding fiscal years, second, in respect of any Carry-Forward Amount from the more recent immediately preceding fiscal year and, third, in respect of the amount permitted to be made in such fiscal year (without giving effect to any Carry-Forward Amount)), plus (B) the proceeds of any resale of such Common Stock or a subdivision common stock, as the case may be, to other or new employees, directors or officers of the outstanding shares of Common Stock (by reclassification Borrower made prior to or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share within 180 days after such repurchases or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or redemptions and (iii) combine so long as no Default or Event of Default shall have occurred and be continuing or shall be caused thereby, the outstanding Common Stock into a smaller number Borrower may redeem in whole or in part any capital stock of sharesthe Borrower by issuing, then in consideration for such redemption, any other class of capital stock of the Borrower or rights to acquire such capital stock, provided that any capital stock so issued or to be issued shall not provide for any amortization, sinking fund payment, mandatory cash dividends or redemptions, or any right on the part of the holder to require redemption, repurchase or repayment thereof, in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause the date that is six months after the Term Loan Maturity Date (b) assuming for this purpose that the Term Loan Maturity Date has been extended pursuant to the terms of the preceding sentence definition thereof), and shall be adjusted by multiplying such amount by not have terms, taken as a fractionwhole, materially disadvantageous to the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventLenders.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the The holders of shares of Series A Junior Participating H Convertible Preferred Stock shall be entitled to receive, when, as as, and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the such purpose, quarterly dividends payable in cash on or before at the 30th day rate of January$40.00 per annum per share, Apriland no more, July and October in each year which shall be fully cumulative, shall accrue without interest (each such date being referred to except as otherwise provided herein as a “Quarterly Dividend Payment Date”), commencing on to dividends in arrears) from the first Quarterly Dividend Payment Date after the first date of original issuance of a share or fraction of a each share of Series A Junior Participating H Convertible Preferred StockStock and shall be payable quarterly on March 1, June 1, September 1 and December 1 of each year commencing June 1, 2000 (except that if any such date is a Saturday, Sunday, or legal holiday, then such dividend shall be payable on the next succeeding day that is not a Saturday, Sunday, or legal holiday) to holders of record as they appear on the stock books of the Corporation on such record dates, not more than 20 nor less than 10 days preceding the payment dates for such dividends, as shall be fixed by the Board. Dividends on the Series H Convertible Preferred Stock shall be paid in cash or, in an amount per share (rounded to the nearest cent) equal to the greater lieu of (a) $0.01 or (b) paying such dividends and subject to the provision limitations in Section 5(b) hereof, the amount of such dividends shall be included in the Accrual Amount for adjustment each share, at the option of the Corporation as hereinafter set forth, 100 times provided. The amount of the aggregate dividends payable per share of Series H Convertible Preferred Stock for each quarterly dividend period shall be computed by dividing the annual dividend amount by four. The amount of all dividends payable for the initial dividend period and any period shorter than a full quarterly dividend period shall be computed on the basis of a 360-day year of twelve 30-day months. Dividends required to be paid in cash dividendspursuant to Section 5(b) which are not paid within five days of a payment date, and 100 times whether or not such dividends have been declared, will bear interest at the aggregate rate of 14% per share amount annum until paid (payable or such lesser rate as shall be the maximum rate allowable by applicable law). Except as provided in kind) of all non-cash the Rights Agreement, no dividends or other distributions distributions, other than a dividend the dividends payable solely in shares of Common Stock any Junior Dividend Stock, shall be paid or a subdivision of the outstanding set apart for payment on any shares of Common Junior Dividend Stock, and no purchase, redemption, or other acquisition shall be made by the Corporation of any shares of Junior Dividend Stock (by reclassification or otherwiseexcept for Option Share Surrenders), declared unless and until all accrued and unpaid cash dividends on the Common StockSeries H Convertible Preferred Stock and interest on dividends in arrears at the rate specified herein shall have been paid or declared and set apart for payment. If at any time any dividend on any Senior Dividend Stock shall be in arrears, par value $0.001 per sharein whole or in part, of no dividend shall be paid or declared and set apart for payment on the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, Series H Convertible Preferred Stock unless and until all accrued and unpaid dividends with respect to the first Quarterly Senior Dividend Payment DateStock, since including the first issuance of full dividends for the then current dividend period, shall have been paid or declared and set apart for payment, without interest. No full dividends shall be paid or declared and set apart for payment on any share Parity Dividend Stock for any period unless all accrued but unpaid dividends (and interest on dividends in arrears at the rate specified herein) have been, or fraction of a share of contemporaneously are, paid or declared and set apart for such payment on the Series A Junior Participating H Convertible Preferred Stock. In No full dividends shall be paid or declared and set apart for payment on the event Series H Convertible Preferred Stock for any period unless all accrued but unpaid dividends have been, or contemporaneously are, paid or declared and set apart for payment on the Corporation shall at any time after January 1, 2014 (Parity Dividend Stock for all dividend periods terminating on or prior to the “Rights Declaration Date”) (i) declare any dividend on Common date of payment of such full dividends. When dividends are not paid in full upon the Series H Convertible Preferred Stock payable in shares of Common and the Parity Dividend Stock, (ii) subdivide the outstanding Common Stock, all dividends paid or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of declared and set apart for payment upon shares of Series A Junior Participating H Convertible Preferred Stock were entitled immediately prior to such event under clause (band interest on dividends in arrears at the rate specified herein) of and the preceding sentence Parity Dividend Stock shall be adjusted by multiplying such paid or declared and set apart for payment pro rata, so that the amount by a fraction, of dividends paid or declared and set apart for payment per share on the numerator of which is Series H Convertible Preferred Stock and the number of Parity Dividend Stock shall in all cases bear to each other the same ratio that accrued and unpaid dividends per share on the shares of Common Series H Convertible Preferred Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Parity Dividend Stock that were outstanding immediately prior bear to such eventeach other.

Dividends and Distributions. (a1)(i) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any similar shares) ranking prior and superior to the shares of Series 1999-A Junior Participating Cumulative Preferred Stock with respect to dividends, the holders of shares Series 1999-A Cumulative Preferred Stock, in preference to the holders of Series A Junior Participating Preferred Common Stock shall and of any other junior shares, will be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, cumulative quarterly dividends payable in cash on or before the 30th fifteenth day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share Series 1999-A Cumulative Share or fraction of a share of Series A Junior Participating Preferred Stockthereof, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 1.00 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash noncash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) since Stock after the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since after the first issuance of any share Series 1999-A Cumulative Share or fraction of a share of Series A Junior Participating thereof. Such dividend shall be payable before any dividends shall be paid upon, or set apart for, the Common Stock and shall be cumulative so that if any dividend on the Preferred Stock shall not have been paid as required, the deficiency (without interest) shall be paid or set apart for payment before any dividends shall be paid upon, or set apart for, the Common Stock. In The multiple of cash and noncash dividends declared on the event Common Stock to which holders of the Corporation shall Series 1999-A Cumulative Preferred Stock are entitled, which is 1,000 initially but which will be adjusted from time to time as hereinafter provided, is hereinafter referred to as the "Dividend Multiple." If the Company at any time after January 1September 17, 2014 1999 (the “"Rights Declaration Date”) "): (i) declare declares or pays any dividend on the Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iiiii) combine effects a subdivision or combination or consolidation of the outstanding Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock) into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount to which of dividends that holders of shares of Series 1999-A Junior Participating Cumulative Preferred Stock were are entitled to receive will be the Dividend Multiple applicable immediately prior to such that event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount multiplied by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such that event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such that event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the that purpose, quarterly dividends payable in cash on or before the 30th 15th day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) subject to the provision provisions for adjustment hereinafter set forth, 100 one thousand (1,000) times the aggregate per share amount of all cash dividends, and 100 one thousand (1,000) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of the Common Stock of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 117, 2014 1997 (the “"Rights Declaration Date”") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. The Parent and the Borrower will not, and will not permit any other Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment to its Equity Interest holders, except: (ai) Subject to the prior Parent may declare and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock pay dividends with respect to dividends, the holders of its Equity Interests payable solely in additional shares of Series A Junior Participating Preferred Stock shall be entitled its Equity Interests (other than Disqualified Capital Stock); (ii) Subsidiaries may declare and make Restricted Payments ratably with respect to receivetheir Equity Interests; (iii) the Parent may make Restricted Payments pursuant to and in accordance with stock option plans or other equity incentive or benefit plans for management or employees of the Parent and its Subsidiaries; (iv) the Parent may make Permitted Tax Distributions in accordance with the last sentence of this Section 9.04; (v) the Parent may, whensubstantially contemporaneously with (and in any event within three (3) Business Days after) its receipt of (A) any Unrestricted Subsidiary Distribution received directly from any Unrestricted Subsidiary or indirectly from the Borrower or (B) the proceeds of any Transfer of any Equity Interests in any Unrestricted Subsidiary, as and if authorized by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly make cash distributions or dividends payable in cash on or before the 30th day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, its members in an amount per share not to exceed the amount of the corresponding Unrestricted Subsidiary Distribution or such net proceeds, respectively; provided that prior to or contemporaneously with making such cash distribution or dividend described in this clause (rounded v), the Borrower shall make a principal payment on the Borrowings in an aggregate amount equal to (1) the aggregate amount of cash Investments made by the Parent and/or the Restricted Subsidiaries in such Unrestricted Subsidiary from and after the Effective Date pursuant to Section 9.05(i) minus (2) the aggregate amount of principal payments previously made pursuant to this proviso that were calculated with reference to Investments made pursuant to Section 9.05(i); (vi) the Borrower may make Restricted Payments to the nearest centParent; (vii) equal the declaration and payment of Restricted Payments by the Borrower or a Restricted Subsidiary to Centennial Resource Development in amounts required for Centennial Resource Development to pay, in each case without duplication, (A) franchise, excise and similar taxes, and other fees, taxes and expenses required to maintain Centennial Resource Development’s corporate existence; (B) salary, bonus, severance, expense reimbursement and other benefits payable to, and indemnities provided on behalf of, employees, directors, officers, members of management, consultants and independent contractors of Centennial Resource Development and any payroll, social security or similar taxes payable in respect thereof; (C) general corporate or other operating, administrative, compliance and overhead costs and expenses (including expenses relating to auditing and other accounting matters) of Centennial Resource Development; (D) reasonable (as determined in good faith by the Borrower) fees and expenses (other than fees and expenses paid to Affiliates of the Borrower) related to any equity or debt offering of Centennial Resource Development (whether or not successful); provided that all or substantially all of the proceeds of such offering are permanently contributed to the greater capital of the Borrower; and (aE) $0.01 or (b) subject payments of interest and/or principal on Debt, the proceeds of which have been contributed to the provision for adjustment hereinafter set forthBorrower or any Restricted Subsidiary and that has been guaranteed by, 100 times or is otherwise, considered Debt of, the aggregate per share amount of all cash dividendsBorrower incurred in accordance with Section 9.02 to the extent such payments are not otherwise prohibited hereunder, and 100 times (viii) the aggregate per share amount (payable in kind) of all non-cash dividends repurchase of Equity Interests in the Borrower, or other distributions other than the repurchase of Equity Interests in the Borrower using cash proceeds from a dividend payable substantially concurrent contribution by Centennial Resource Development of common equity, capital to the Borrower, in shares of Common Stock either case to effect an redemption or a subdivision exchange pursuant to the terms of the outstanding shares of Common Stock Borrower’s Limited Liability Company Agreement and (by reclassification or otherwise)ix) the Parent may make cash distributions; provided that, declared on in the Common Stock, par value $0.001 per share, case of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.this

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A J Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A J Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th 15th day of January, April, July and October October, in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A J Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) to, subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions distributions, other than a dividend payable in shares of Common Stock Stock, par value $0.01 per share, of the Corporation (the "Common Stock"), or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A J Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1May 19, 2014 2003 (the “"Rights Declaration Date”") (i) declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A J Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or any other stock) ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of JanuaryMarch, AprilJune, July September and October December in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount (if any) per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) ), subject to the provision for adjustment hereinafter set forth, 100 equal to 1000 times the aggregate per share amount of all cash dividends, and 100 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions distributions, other than a dividend payable in shares of Common Stock Stock, par value $0.01 per share (the "Common Stock"), of the Company or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) Stock since the immediately preceding Quarterly Dividend Payment Date, Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare or pay any dividend on the Common Stock payable in shares of Common Stock, (ii) subdivide or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of shares of preferred stock (generally, "Preferred Stock Shares") ranking prior and superior to the shares of Series A B Junior Participating Preferred Stock Shares with respect to dividendsdividends (if any), the holders of shares of Series A B Junior Participating Preferred Stock Shares shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by of the Corporation Company (the "Board") out of funds legally available for the purpose, quarterly dividends payable in cash on or before at such times as dividends, other than dividends payable in Common Shares (as defined herein), are paid by the 30th day Company to holders of Januaryshares of the common stock, Aprilpar value $0.01 per share, July and October in each year of the Company (each such date being referred to herein as a “Quarterly Dividend Payment Date”the "Common Shares"), commencing on the first Quarterly Dividend Payment Date after date on which such a dividend is paid by the Company to the holders of the Common Shares following the first issuance of a share or fraction of a share of Series A B Junior Participating Preferred Stock, Share or fraction thereof. Each such dividend payable on the Series B Junior Participating Preferred Shares shall be in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) to, subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and plus 100 times the aggregate per share amount (payable in kind) of all non-cash noncash dividends or other distributions distributions, other than a dividend payable in shares of Common Stock Shares or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared by the Board and then payable on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred StockShares. In the event the Corporation Company shall at any time after January 1December 17, 2014 1999 (the “"Rights Declaration Date”") (i) declare any dividend on Common Stock Shares payable in shares of Common StockShares, (ii) subdivide the outstanding Common Stock, Shares or (iii) combine the outstanding Common Stock Shares into a smaller number of shares, then in each such case the amount to which holders of shares of Series A B Junior Participating Preferred Stock Shares were entitled immediately prior to such event under clause (b) of pursuant to the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders, make any distribution of its Property to its Equity Interest holders or Redeem Debt permitted under Section 9.02(f) or Section 9.02(g), except (a) Subject to the prior Borrower may declare and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock pay dividends with respect to dividends, the holders of its Equity Interests payable solely in additional shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if authorized by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th day of January, April, July and October in each year its Equity Interests (each such date being referred to herein as a “Quarterly Dividend Payment Date”other than Disqualified Capital Stock), commencing on (b) Subsidiaries may declare and pay dividends and make distributions to the first Quarterly Dividend Payment Date after Borrower with respect to their Equity Interests, (c) the first issuance Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of a share the Credit Parties, (d) the Borrower may make Restricted Payments and Redeem Debt permitted under Section 9.02(f) or fraction of a share of Series A Junior Participating Preferred Stock, Section 9.02(g) in an amount per share (rounded not to the nearest cent) equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forthexceed, 100 times in the aggregate per share amount of for all cash dividends, Restricted Payments and 100 times the aggregate per share amount Redemptions under this subsection (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwised), declared on $10,000,000 and (e) the Common Stock, par value $0.001 per share, Borrower and any of the Corporation its Subsidiaries may voluntarily Redeem (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect including pursuant to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”an exchange) (i) declare Debt permitted under Section 9.02(f) with the proceeds of any dividend on Common Stock payable in shares of Common StockPermitted Refinancing permitted thereunder, (ii) subdivide Debt permitted under Section 9.02(g) with the outstanding Common Stockproceeds of any Permitted Additional Debt permitted thereunder, or (iii) combine Debt permitted under Section 9.02(f) or Section 9.02(g) with the outstanding Common Stock into a smaller number issuance of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause additional Equity Interests (bother than Disqualified Capital Stock) of the preceding sentence shall be adjusted by multiplying Borrower in exchange for all or a portion of such amount by a fractionDebt and (iv) Debt permitted under Section 9.02(f) or Section 9.02(g) with cash proceeds of an offering of Equity Interests (other than Disqualified Capital Stock) of the Borrower so long as, in the case of this clause (iv), (A) no Default or Borrowing Base Deficiency has occurred and is continuing both before and after giving effect to such Redemption and such Redemption occurs substantially contemporaneously therewith, and in any event within three (3) Business Days following, the numerator receipt by the Borrower of which cash proceeds in respect of such offering and (B) the Borrower is in (1) compliance with Section 9.01(a) as of the number end of shares of Common Stock outstanding immediately the most recently ended fiscal quarter (calculated on a pro forma basis after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior giving effect to such eventRedemption), (2) compliance with Section 9.01(b) as of the end of the most recently ended fiscal quarter (calculated on a pro forma basis after giving effect to such Redemption) and (3) compliance with Section 9.01(c) as of the end of the most recently ended four fiscal quarter period (calculated on a pro forma basis after giving effect to such Redemption).

Dividends and Distributions. (a) Subject to the prior and superior rights The holders of shares of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect Stock, in preference to dividends, the holders of shares of Series A Junior Participating Preferred the Common Stock and of any other junior stock, shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th fifteenth day (or, if not a business day, the preceding business day) of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of the Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 1000 times the aggregate per share amount of all cash dividends, and 100 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions distributions, other than a dividend payable in shares of Common Stock Stock, or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”) Stock since the immediately preceding Quarterly Dividend Payment Date, Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of the Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) first issuance of any share or fraction of a share of the Series A Stock declare or pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller greater or lesser number of sharesshares of Common Stock, then in each such case the amount per share to which holders of shares of the Series A Junior Participating Preferred Stock shall be entitled under clause (b) of the preceding sentence shall be adjusted by multiplying the amount per share to which holders of shares of the Series A Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, receive when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th last day of January, April, July and October in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) to, subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, Stock of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1October 23, 2014 1996 (the “Rights Dividend Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Class B Preferred Stock, Series A Junior Participating Preferred Stock E with respect to dividends, the holders of shares of Class B Preferred Stock, Series A Junior Participating Preferred Stock E shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th first day of January, April, July and October in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Class B Preferred Stock, Series E, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) ), subject to the provision for adjustment hereinafter set forth, 100 equal to 1000 times the aggregate per share amount of all cash dividends, and 100 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 .50 per share, of the Corporation (the “"Common Stock”") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Class B Preferred Stock. , Series E. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Class B Preferred Stock, Series A Junior Participating Preferred Stock E were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating D Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating D Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purposetherefor, quarterly dividends payable in cash on or before the 30th 1st day of January, April, July and October September in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating D Preferred Stock, in an 46 amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in payable-in-kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 .25 per share, of the Corporation (the “"Common Stock”") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating D Preferred Stock. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating D Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (aA) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating B Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating B Preferred Stock shall be entitled to receive, when, as and if authorized declared by the Board of Directors and declared by the Corporation out of funds legally available for the purpose, quarterly dividends payable in cash on or before the 30th first business day of January, April, July and October in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and plus 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 .01 per share, of the Corporation (the “"Common Stock”") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating B Preferred Stock. In the event the Corporation shall at any time after January 1June 15, 2014 2000 (the “"Rights Declaration Date”") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the The holders of shares of Series A Junior Participating C Convertible Preferred Stock shall be entitled to receive, when, as as, and if authorized declared by the Board of Directors and declared by of the Corporation (the "Board of Directors" or the "Board") out of funds legally available for the such purpose, quarterly dividends at the rate of $0.10125 per annum per share, and no more, which shall be fully cumulative (but not compounded), shall accrue without interest (except as otherwise provided herein as to dividends in arrears) from the date of original issuance and shall be payable in cash quarterly on or before the 30th day of JanuaryJanuary 1, AprilApril 1, July 1, and October in 1 of each year commencing April 1, 1997 (each except that if any such date being referred to herein as is a “Quarterly Dividend Payment Date”)Saturday, commencing Sunday, or legal holiday, then such dividend shall be payable on the first Quarterly Dividend Payment Date after next succeeding day that is not a Saturday, Sunday, or legal holiday) to holders of record as they appear on the first issuance stock books of a share the Corporation on such record dates, not more than 20 nor less than 10 days preceding the payment dates for such dividends, as shall be fixed by the Board. Dividends on the Series C Convertible Preferred Stock shall be paid in cash or, subject to the limitations in Section 4(b) hereof, shares of Series C Convertible Preferred Stock or fraction any combination of a cash and shares of Series C Convertible Preferred Stock, at the option of the Corporation as hereinafter provided. If the Corporation elects to pay dividends in shares of Series C Convertible Preferred Stock, such dividends shall accrue, and the shares shall not be issued, until the earlier of (I) redemption of the shares pursuant to the provisions of Section 6 or Section 7 or (ii) conversion of the shares pursuant to Section 8. The amount of the dividends payable per share of Series A Junior Participating C Convertible Preferred Stock, in an Stock for each quarterly dividend period shall be computed by dividing the annual dividend amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share by four. The amount of all cash dividends, dividends payable for the initial dividend period and 100 times any period shorter than a full quarterly dividend period shall be computed on the aggregate per share amount (payable in kind) basis of all nona 360-cash day year of 12 30-day months. No dividends or other distributions distributions, other than a dividend dividends payable solely in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.001 per share, other capital stock of the Corporation ranking junior as to dividends or liquidation preference to the Series C Convertible Preferred Stock (collectively, the "Junior Dividend Stock"), shall be paid or set apart for payment on any shares of Junior Dividend Stock, no purchase, redemption, or other acquisition shall be made by the Corporation or any person controlled thereby of any shares of Junior Dividend Stock, nor shall any monies be paid or made available for a sinking fund for the purchase, redemption or other acquisition of any Series C Convertible Preferred Stock or any Junior Dividend Stock unless and until all accrued and unpaid dividends on the Series C Convertible Preferred Stock shall have been paid in full or declared and set apart for payment. No full dividends shall be paid or declared and set apart for payment on any class or series of the Corporation's capital stock ranking, as to dividends, on a parity with the Series C Convertible Preferred Stock (the “Common "Parity Dividend Stock”") since for any period unless all accrued but unpaid dividends have been, or contemporaneously are, paid or declared and set apart for such payment on the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating C Convertible Preferred Stock. In No full dividends shall be paid or declared and set apart for payment on the event Series C Convertible Preferred Stock for any period, no purchase, redemption or other acquisition of Parity Dividend Stock shall be made and no monies shall be paid or made available for a sinking fund for the Corporation shall at purchase, redemption or other acquisition of any time after January 1Series C Convertible Preferred Stock or any Parity Dividend Stock unless all accrued but unpaid dividends have been, 2014 (or contemporaneously are, paid or declared and set apart for payment on the “Rights Declaration Date”) (i) declare any Parity Dividend Stock for all dividend periods terminating on Common or prior to the date of payment of such full dividends. When dividends are not paid in full upon the Series C Convertible Preferred Stock payable in shares of Common and the Parity Dividend Stock, (ii) subdivide the outstanding Common Stock, all dividends paid or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of declared and set apart for payment upon shares of Series A Junior Participating C Convertible Preferred Stock were entitled immediately prior and the Parity Dividend Stock shall be paid or declared and set apart for payment pro rata, so that the amount of dividends paid or declared and set apart for payment per share on the Series C Convertible Preferred Stock and the Parity Dividend Stock shall in all cases bear to such event under clause (b) each other the same ratio that accrued and unpaid dividends per share on the shares of Series C Convertible Preferred Stock and the Parity Dividend Stock bear to each other. Any references to "distribution" contained in this Section 4 shall not be deemed to include any stock dividend or distributions made in connection with any liquidation, dissolution, or winding up of the preceding sentence shall be adjusted by multiplying such amount by a fractionCorporation, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such eventwhether voluntary or involuntary.

Dividends and Distributions. (aA) Subject to the prior and superior rights The holders of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock Shares shall be entitled to receive, when, when and as and if authorized declared by the Board of Directors and declared by the Corporation Directors, out of funds legally available for the that purpose, quarterly cumulative dividends payable in cash on or before the 30th 1st day of January, April, July and October in each year (each such date being referred to herein as a “"Quarterly Dividend Payment Date”"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share Series A Preferred Share or fraction of a share of Series A Junior Participating Preferred Stockthereof, in an amount per share per quarter (rounded to the nearest cent) equal to the greater of (ai) $0.01 10 or (bii) subject to the provision for adjustment hereinafter set forth, 100 1,000 times the aggregate per share amount of all cash dividends, and 100 1,000 times the aggregate per share amount amount, (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of Common Stock Shares or a subdivision of the outstanding shares of Common Stock (Shares, by reclassification or otherwise), declared on the Common StockShares, par value $0.001 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share a Series A Preferred Share or fraction of thereof; provided that, in the event no dividend or distribution shall have been declared on the Common Shares during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a share of dividend on the Series A Junior Participating Preferred StockShares of $10 per share shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare or pay any dividend on the Common Stock Shares payable in shares Common Shares, or effect a subdivision or combination of Common Stock, (ii) subdivide the outstanding Common Stock, Shares (by reclassification or (iiiotherwise) combine the outstanding Common Stock into a smaller greater or lesser number of sharesCommon Shares, then in each such case the amount to which holders of shares of the Series A Junior Participating Preferred Stock Shares were entitled immediately prior to such event under clause (bii) of the next preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock Shares outstanding immediately after such event and the denominator of which is the number of shares of Common Stock Shares that were outstanding immediately prior to such event.

Dividends and Distributions. (a) Subject to the prior and superior preferential rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividendsall Senior Stock, the holders of shares of Series A Junior Participating B Preferred Stock shall be entitled to receive, when, when and as authorized and if authorized declared by the Board of Directors and declared by the Corporation Directors, out of funds legally available for the purposepayment of dividends, cumulative preferential cash dividends at the rate of twelve percent (12%) per annum of the Stated Amount (initially equivalent 93 to a fixed annual rate of $3.00 per share of Series B Preferred Stock). Dividends on shares of Series B Preferred Stock shall accrue and be cumulative from the Issuance Date. Dividends shall be payable quarterly dividends payable in cash arrears when and as declared by the Board of Directors on or before each Dividend Payment Date (or, if such Dividend Payment Date is not a Business Day, the 30th day of January, April, July and October in each year first (each such date being referred to herein as a “Quarterly 1st) Business Day following the Dividend Payment Date”), ) in respect of the Dividend Period ending on such Dividend Payment Date (but without including such Dividend Payment Date) commencing on the first Quarterly Dividend Payment Date after and continuing for so long as the first issuance of a share or fraction of a share of Series A Junior Participating B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-Stock is outstanding. If cash dividends on the Series B Preferred Stock are in arrears and unpaid for a period of 60 days or other distributions other than more (a dividend payable in shares "Dividend Default"), then dividends shall accrue at the rate of Common Stock or a subdivision eighteen percent (18%) per annum of the outstanding shares of Common Stock (by reclassification or otherwise)Stated Amount, declared on the Common Stock, par value $0.001 per share, of the Corporation compounded quarterly (the “Common Stock”"Default Rate") since from the immediately preceding Quarterly last Dividend Payment Date, or, Date on which cash dividends were to be paid until such time as cash dividends are once again paid in full with respect to the first Quarterly Dividend Payment Datecurrent quarterly dividend. Until unpaid Accrued Dividends have been paid in full, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 1, 2014 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence they shall be adjusted by multiplying such amount by a fraction, added to the numerator Stated Amount for purposes of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior calculating future dividend payments. Any reference herein to such event."cumulative dividends" or "