Common use of Rank Clause in Contracts

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

Rank. The Junior All shares of the Series A Preferred Stock shallshall rank: (a) senior to (i) the Corporation’s Class A voting Common Stock, $0.0001 par value per share, of the Corporation (the “Class A Common Stock”) or non-voting Class B common stock, $0.0001 par value per share, of the Corporation (the “Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”); and (ii) except as set forth in Section 2(b) below, any other class of Preferred Stock which shall be specifically designated as junior to the Series A Preferred Stock, (collectively, with respect the Common Stock and Preferred Stock, the “Junior Securities”), in each case as to dividends and distributions distribution of assets upon liquidation, winding-dissolution or winding up or dissolution of the Corporation, rank whether voluntary or involuntary; (ib) senior to the Convertible Preferred Stock, to all classes of Common Stock of the Corporation pari passu and to each on parity with any other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created specifically ranking, by its terms, on parity with the terms of which do not expressly provide that it ranks senior to, or on a parity with, the Junior Series A Preferred Stock as to dividends and distributions upon liquidation, winding-up or dissolution of (the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation and the Convertible Preferred Stock, as “Junior Pari Passu Securities”); , it being understood that (iii) the issuance of any Pari Passu Securities shall be subject to the prior approval and consent of Harvest, and (b) the Series A Preferred Stock shall be pari passu with and on a parity with any class of Capital Stock of the Corporation to all classes or series of convertible Preferred Stock hereafter issued by the Corporation with the consent of Harvest; and (c) junior to any class or series of secured debt securities or indebtedness of the Corporation hereafter created the terms of which expressly provide that such class or series will rank on a parity with the Junior Preferred Stock as specifically ranking, by its terms, senior to dividends and distributions upon liquidation, winding-up or dissolution, including the Series C Convertible A Preferred Stock (collectively referred to as “Parity Securities”); and (iii) junior to the NBCU Series B Preferredcollectively, the Senior Preferred Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank senior to the Junior Preferred Stock as to dividends and distributions upon liquidation, winding-up or dissolution of the Corporation (collectively referred to as “Senior Securities”), in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

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

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

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

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

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

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

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

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

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

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

Rank. The Junior A. With respect to dividend rights, the Series B Preferred Stock shall, with respect to dividends and distributions upon liquidation, winding-up or dissolution of the Corporation, shall rank (i) senior to the Convertible Preferred Stock, to all classes of Common Stock of the Corporation and junior to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the which by its terms of which do not expressly provide that it ranks senior to, or on a parity with, to the Junior Series B Preferred Stock as to dividends and distributions upon liquidationpayment of dividends, winding-up or dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation and the Convertible Preferred Stock, as “Junior Securities”); (ii) on a parity with any each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the which by its terms of which expressly provide that such class or series will rank ranks on a parity with the Junior Series B Preferred Stock as to dividends and distributions upon liquidation, winding-up or dissolutionpayment of dividends, including the Series C Convertible A Preferred Stock Stock, par value $0.01 per share, of the Corporation (collectively referred to as “Parity Securities”); the "Series A Preferred Stock") and (iii) junior prior to the NBCU Corporation's Common Stock, par value $.01 per share (the "Common Stock"), and, except as specified above, all other classes and series of capital stock of the Corporation hereafter issued by the Corporation. With respect to dividends, all equity securities of the Corporation to which the Series B PreferredPreferred Stock ranks senior, including the Common Stock, are collectively referred to herein as the "Junior Dividend Securities"; all equity securities of the Corporation with which the Series B Preferred Stock ranks on a parity, including the Series A Preferred Stock, are collectively referred to herein as the "Parity Dividend Securities"; and all equity securities of the Corporation (other than convertible debt securities) to which the Series B Preferred Stock ranks junior, with respect to dividends, are collectively referred to herein as the "Senior Dividend Securities." B. With respect to the distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the Senior Series B Preferred Stock and shall rank (i) junior to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the which by its terms of which expressly provide that such class or series will rank ranks senior to the Junior Series B Preferred Stock as to dividends and distributions distribution of assets upon liquidation, winding-dissolution or winding up, (ii) on a parity with each other class or series of Preferred Stock which by its terms ranks on a parity with the Series B Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, including the Series A Preferred Stock, and (iii) prior to the Common Stock, and, except as specified above, all other classes and series of capital stock of the Corporation hereinafter issued by the Corporation. With respect to the distribution of assets upon liquidation, dissolution or dissolution winding up of the Corporation, whether voluntary or involuntary, all equity securities of the Corporation to which the Series B Preferred Stock ranks senior, including the Common Stock, are collectively referred to herein as "Junior Liquidation Securities"; all equity securities of the Corporation (other than convertible debt securities) to which the Series B Preferred Stock ranks on parity, including the Series A Preferred Stock, are collectively referred to herein as “"Parity Liquidation Securities"; and all equity securities of the Corporation to which the Series B Preferred Stock ranks junior are collectively referred to herein as "Senior Liquidation Securities." C. The Series B Preferred Stock shall be subject to the creation of Junior Dividend Securities and Junior Liquidation Securities (collectively, "Junior Securities") but no Parity Dividend Securities or Parity Liquidation Securities (collectively, "Parity Securities") (other than the Series A Preferred Stock), or Senior Dividend Securities or Senior Liquidation Securities (collectively, "Senior Securities”)") shall be created except in accordance with the terms hereof and the Investment Agreement, including, without limitation, Article VIII, Section F hereof.

Rank. The Junior Preferred Stock shall, with With respect to dividends dividend rights and distributions upon rights on liquidation, winding-winding up or -- ---- and dissolution of the Corporation, Series B Preferred Stock shall rank (a) senior to (i) senior the Common Stock, par value $.0025 per share ("Common Stock"), of ------------ the Corporation, (ii) the Class B Common Stock, par value $.0025 per share ("Class B Common Stock") and (iii) each other class of capital stock or class or ---------------------- series of preferred stock issued by the Corporation after the date hereof the terms of which specifically provide that such class or series shall rank junior to Series B Preferred Stock as to dividend distributions or distributions upon liquidation, winding up and dissolution of the Corporation (each of the securities in clauses (i), (ii) and (iii) collectively referred to as "Series B -------- Junior Securities"), (b) on a parity with (i) 12% Series A Cumulative ----------------- Convertible Preferred Stock, to all classes of Common Stock of the Corporation par value $1.00 per share ("Series A Preferred ------------------ Stock") and to (ii) each other class of Capital Stock of the Corporation capital stock or class or series of Preferred Stock of ----- preferred stock issued by the Corporation hereafter created after the date hereof the terms of which do not expressly specifically provide that it ranks they rank junior to Series B Preferred Stock or senior to, or on a parity with, the Junior to Series B Preferred Stock as to dividends and dividend distributions or distributions upon liquidation, winding-winding up or and dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation securities in clauses (i) and the Convertible Preferred Stock, as “Junior Securities”); (ii) on a parity with any collectively referred to as "Series B -------- Parity Securities"), and (c) junior to each other class of Capital Stock of the Corporation capital stock or ----------------- class or series of Preferred Stock of preferred stock issued by the Corporation hereafter created after the date hereof the terms of which expressly specifically provide that such class or series will shall rank on a parity with the Junior senior to Series B Preferred Stock as to dividends and dividend distributions or distributions upon liquidation, winding-winding up or dissolution, including the Series C Convertible Preferred Stock (collectively referred to as “Parity Securities”); and (iii) junior to the NBCU Series B Preferred, the Senior Preferred Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank senior to the Junior Preferred Stock as to dividends and distributions upon liquidation, winding-up or dissolution of the Corporation (collectively referred to as “"Series B Senior Securities”").. ----------------------------

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

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

Rank. The Junior Series A Convertible Preferred Stock shall, with respect to dividends payment of dividends, redemption payments and distributions rights upon liquidation, winding-dissolution or winding up or dissolution of the Corporationaffairs of the Company, rank (a) senior and prior to (i) senior the Common Stock, par value $0.01 per share, of the Company (the "Common Stock"), and (ii) any preferred stock convertible into or exchangeable for other equity securities of the Company that may in the future be issued by the Company, and (b) pari passu with any additional preferred stock which may in the future be issued by the Company that is not convertible into or exchangeable for other equity securities of the Company (all shares identified in this clause (b) which are pari passu with the shares of the Series A Convertible Preferred Stock with respect to the payment of dividends are hereinafter referred to as "Parity Dividend Shares" and all shares identified in this clause (b) which are pari passu with the shares of the Series A Convertible Preferred Stock with respect to redemption, payment and rights upon liquidation, dissolution or winding up of the affairs of the Company are hereinafter referred to as "Parity Liquidation Shares"), but only to the extent any such non-convertible preferred stock is not stated to be junior to the Series A Convertible Preferred Stock in the related Certificate of Designations or amendment to the Company's Certificate of Incorporation (all shares identified in this clause (b) and in clause (a) above which are junior to the shares of the Series A Convertible Preferred Stock with respect to the payment of dividends are hereinafter referred to as "Junior Dividend Shares" and all shares identified in this clause (b) and in clause (a) above which are junior to the shares of the Series A Convertible Preferred Stock with respect to redemption, payment and rights upon liquidation, dissolution or winding up of the affairs of the Company are hereinafter referred to as "Junior Liquidation Shares"). The Company shall not, without the consent of the holders of at least two-thirds (2/3) of the outstanding shares of Series A Convertible Preferred Stock, to all classes of Common Stock of the Corporation and to each other class of create, authorize or issue, or reclassify any authorized Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which do not expressly provide that it ranks senior toCompany into, or on create, authorize or issue any obligation or security convertible or exchangeable into or evidencing a parity withright to purchase, the Junior Preferred Stock as to dividends and distributions upon liquidation, winding-up or dissolution any shares of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation and the Convertible Preferred Stock, as “Junior Securities”); (ii) on a parity with any class of Capital Stock of the Corporation or Company ranking senior to the Series A Convertible Preferred Stock. The Company may issue additional series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank ranking on a parity with the Junior Preferred Stock as or junior to dividends and distributions upon liquidation, winding-up or dissolution, including the Series C A Convertible Preferred Stock (collectively referred to as “Parity Securities”); and (iii) junior to without the NBCU Series B Preferred, the Senior Preferred Stock and to each other class of Capital Stock consent of the Corporation or series of Preferred Stock holders of the Corporation hereafter created the terms of which expressly provide that such class or series will rank senior to the Junior Series A Convertible Preferred Stock as to dividends and distributions upon liquidation, winding-up or dissolution of the Corporation (collectively referred to as “Senior Securities”)Stock.

Rank. The Junior PIK Preferred Stock shall, with respect to dividends and distributions upon the liquidation, winding-up or and dissolution of the CorporationCompany, rank (i) senior prior to all classes of common stock of the Company, to the Series B Convertible Preferred Stock, to all classes of Common Stock par value $.01 per share, of the Corporation Company (the "Junior Preferred Stock") and to each other class of Capital Stock of the Corporation capital stock or series of Preferred Stock preferred stock hereafter created by the Board not in violation of the Corporation hereafter created terms hereof, the terms of which do not expressly provide that it ranks senior to, prior to or on a parity with, pari passu with the Junior PIK Preferred Stock as to dividends and distributions upon the liquidation, winding-up or and dissolution of the Corporation Company (collectively referred to, together to with all classes of Common Stock the common stock of the Corporation Company and the Convertible Junior Preferred Stock, Stock as “"Junior Securities”"); (ii) on a parity . The PIK Preferred Stock shall, with respect to dividends and distributions upon the liquidation, winding-up and dissolution of the Company, rank pari passu with any class of Capital Stock of the Corporation capital stock or series of Preferred Stock preferred stock hereafter created by the Board not in violation of the Corporation hereafter created terms hereof, the terms of which expressly provide that such class or series will rank on a parity it ranks pari passu with the Junior PIK Preferred Stock as to dividends and distributions upon the liquidation, winding-up or dissolution, including and dissolution of the Series C Convertible Company ("Parity Securities"). The PIK Preferred Stock (collectively referred shall, with respect to as “Parity Securities”); dividends and (iii) distributions upon the liquidation, winding-up and dissolution of the Company, rank junior to the NBCU Series B Preferred, the Senior Preferred Stock and to each other class of Capital Stock of the Corporation capital or series of preferred stock hereafter created by the Board which has been approved by the holders of the PIK Preferred Stock of the Corporation hereafter created in accordance herewith, the terms of which expressly provide that such class or series will rank senior it ranks prior to the Junior PIK Preferred Stock as to dividends and distributions upon the liquidation, winding-up or and dissolution of the Corporation Company (collectively referred to as “"Senior Securities”"); provided, however, that no such approval by the holders of the PIK Preferred Stock shall be required with respect to such liquidation preference or stated amount of shares of any class of capital stock or series of preferred stock of the Company or any of its direct or indirect subsidiaries (including any pay-in-kind dividends paid thereon) as shall be issued in lieu of up to $600,000,000 of initial proceeds from the sale of debt securities as part of the Permanent Debt Financing (as hereinafter defined) and the first refinancing (if any) of the Permanent Debt Financing.

Rank. The Junior Senior Preferred Stock shall, with respect to dividends dividend distributions and distributions upon liquidation, winding-up or and dissolution of the Corporation, rank (i) senior (to the Convertible Preferred Stock, extent set forth herein) to all classes of Common Stock of the Corporation and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation now in existence or hereafter created the terms of which do not expressly provide that it ranks senior to, or on a parity with, the Junior Senior Preferred Stock as to dividends dividend distributions and distributions upon liquidation, winding-up or and dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation and the Convertible Preferred StockCorporation, as “Junior Securities”); (ii) on a parity with any class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank on a parity with the Junior Senior Preferred Stock as to dividends dividend distributions and distributions upon liquidation, winding-up or dissolution, including the Series C Convertible Preferred Stock and dissolution (collectively referred to as “Parity Securities”), provided that any such Parity Securities that were not approved by the Holders in accordance with paragraph (6)(b)(i) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to the NBCU Series B Preferred, the Senior Preferred Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank senior to the Junior Senior Preferred Stock as to dividends dividend distributions and distributions upon liquidation, winding-up or and dissolution of the Corporation (collectively referred to as “Senior Securities”), provided that any such Senior Securities that were not approved by the Holders in accordance with paragraph (6)(b)(ii) hereof shall be deemed to be Junior Securities and not Senior Securities. As of the date hereof, the only outstanding preferred stock of the Corporation is the Corporation’s Series D Preferred Stock. The Senior Preferred Stock ranks senior to the Series D Preferred Stock with respect to dividend distributions and distributions upon liquidation, winding-up and dissolution of the Corporation.

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

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

Rank. The Junior Series C Preferred Stock shall, with respect to dividends dividend and distributions upon other distribution rights, and rights on liquidation, winding-up or dissolution of the Corporationand winding up, rank (i) senior to the Convertible Preferred Stock, to all classes of Common Stock of the Corporation and to each other pari passu with any class of Capital Stock of the Corporation capital stock or series of Preferred Stock hereafter created which expressly provides that it ranks pari passu with the Series C Preferred Stock as to dividends, other distributions, liquidation preference and/or otherwise (collectively, the "Parity Securities"), (ii) junior to the Series B Preferred Stock, and (iii) senior to (x) the Common Stock, the Class B Common Stock and all other securities of any class or classes (however designated) of the Corporation (other than the Series B Preferred Stock) the holders of which have the right, without limitation as to amount, after payment on any securities entitled to a preference on dividends or other distributions upon any dissolution, liquidation or winding up, either to all or to a share of the balance of payments upon such dissolution, liquidation or winding up (collectively, the "Common Stock Instruments") and (y) any other class of capital stock or series of Preferred Stock hereafter created the terms of which do does not expressly provide that it ranks pari passu with, or senior to, or on a parity with, the Junior Series C Preferred Stock as to dividends and distributions upon liquidationdividends, winding-up or dissolution of other distributions, liquidation preference and/or otherwise (collectively, the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation and the Convertible Preferred Stock, as “"Junior Securities”"); (ii) on a parity . The terms "Parity Securities" and "Junior Securities" as used herein with respect to any class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that capital stock shall only be deemed to refer to such class or series will rank on a parity to the extent it ranks (i) pari passu with the Junior Preferred Stock or (ii) not pari passu with, as to dividends and distributions upon liquidationapplicable, winding-up or dissolution, including the Series C Convertible Preferred Stock (collectively referred with respect to as “dividends, other distributions, liquidation preference or otherwise. The Corporation shall not issue any securities ranking senior to or pari passu with the Parity Securities”); and (iii) junior Securities with respect to the NBCU Series B Preferreddividends, the Senior Preferred Stock and to each other class of Capital Stock distributions, liquidation preference or otherwise unless a majority in interest of the Corporation or series of Series C Preferred Stock of the Corporation hereafter created the terms of which expressly provide that Stock, voting as a class, shall have approved such class or series will rank senior to the Junior Preferred Stock as to dividends and distributions upon liquidation, winding-up or dissolution of the Corporation (collectively referred to as “Senior Securities”)a proposed issuance.

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

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

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

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

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

Rank. The Junior A. With respect to dividend rights, the Series B Preferred Stock shall, with respect to dividends and distributions upon liquidation, winding-up or dissolution of the Corporation, shall rank (i) senior to the Convertible Preferred Stock, to all classes of Common Stock of the Corporation and junior to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the which by its terms of which do not expressly provide that it ranks senior to, or on a parity with, to the Junior Series B Preferred Stock as to dividends and distributions upon liquidationpayment of dividends, winding-up or dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation and the Convertible Preferred Stock, as “Junior Securities”); (ii) on a parity with any each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the which by its terms of which expressly provide that such class or series will rank ranks on a parity with the Junior Series B Preferred Stock as to dividends and distributions upon liquidation, winding-up or dissolutionpayment of dividends, including the Series C A Cumulative Convertible Preferred Stock Stock, without par value (collectively referred to as “Parity Securities”the "Series A Preferred Stock"); , of the Corporation and (iii) junior prior to the NBCU Corporation's Series C Junior Participating Preferred Stock, par value $0.01 per share (the "Junior Preferred Stock"), and Common Stock, par value $0.25 per share (the "Common Stock"), and, except as specified above, all other classes and series of capital stock of the Corporation hereafter issued by the Corporation. With respect to dividends, all equity securities of the Corporation to which the Series B PreferredPreferred Stock ranks senior, including the Common Stock, are collectively referred to herein as the "Junior Dividend Securities"; all equity securities of the Corporation with which the Series B Preferred Stock ranks on a parity, including the Series A Preferred Stock, are collectively referred to herein as the "Parity Dividend Securities"; and all equity securities of the Corporation (other than convertible debt securities) to which the Series B Preferred Stock ranks junior, with respect to dividends, are collectively referred to herein as the "Senior Dividend Securities." B. With respect to the distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the Senior Series B Preferred Stock and shall rank (i) junior to each other class of Capital Stock of the Corporation or series of Preferred Stock which by its terms ranks senior to the Series B Preferred Stock as to distribution of the Corporation hereafter created the terms of which expressly provide that such assets upon liquidation, dissolution or winding up, (ii) on a parity with each other class or series will rank senior of Preferred Stock which by its terms ranks on a parity with the Series B Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, including the Series A Preferred Stock, and (iii) prior to the Junior Preferred Stock and Common Stock, and, except as specified above, all other classes and series of capital stock of the Corporation hereinafter issued by the Corporation. With respect to dividends and distributions the distribution of assets upon liquidation, winding-dissolution or winding up of the Corporation, whether voluntary or dissolution involuntary, all equity securities of the Corporation to which the Series B Preferred Stock ranks senior, including the Common Stock, are collectively referred to herein as "Junior Liquidation Securities" (and together with the Junior Dividend Securities are referred to herein as the "Junior Securities"); all equity securities of the Corporation (other than convertible debt securities) to which the Series B Preferred Stock ranks on parity, including the Series A Preferred Stock, are collectively referred to herein as “"Parity Liquidation Securities" (and together with the Parity Dividend Securities are referred to herein as the "Parity Securities"); and all equity securities of the Corporation to which the Series B Preferred Stock ranks junior are collectively referred to herein as "Senior Liquidation Securities" (and together with the Senior Dividend Securities are referred to herein as the "Senior Securities”").

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

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

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

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

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