Common use of Rate Clause in Contracts

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate rate of 9.0% on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, non-cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Dateno more, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, non-cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate rate of 9.0% on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Dateno more, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share unit of Designated Preferred Stock if, as and when declared by the Board of Directors Managers of the Issuer or any duly authorized committee of the Board of DirectorsManagers, but only out of assets legally available therefor, cumulative cash dividends distributions with respect to each Dividend Distribution Period (as defined below) at a rate per annum equal to the Applicable Dividend Distribution Rate on (i) the Liquidation Capital Amount per share unit of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends distributions for any prior Dividend Distribution Period on such share unit of Designated Preferred StockPreferred, if any. Such dividends distributions shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Distribution Payment Date (i.e., no dividends distributions shall accrue on other dividends distributions unless and until the first Dividend Distribution Payment Date for such other dividends distributions has passed without such other dividends distributions having been paid on such date) and shall be payable quarterly in arrears on each Dividend Distribution Payment Date, commencing with the first such Dividend Distribution Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Distribution Payment Date would otherwise fall on a day that is not a Business Day, the dividend distribution payment due on that date will be postponed to the next day that is a Business Day and no additional dividends distributions will accrue as a result of that postponement. The period from and including any Dividend Distribution Payment Date to, but excluding, the next Dividend Distribution Payment Date is a “Dividend Distribution Period”, provided that the initial Dividend Distribution Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Distribution Payment Date. Dividends Distributions that are payable on Designated Preferred Stock in respect of any Dividend Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends distributions payable on Designated Preferred Stock on any date prior to the end of a Dividend Distribution Period, and for the initial Dividend Distribution Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Distribution Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register Schedule of Members of the Issuer contemplated by the LLC Agreement on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Distribution Payment Date or such other record date fixed by the Board of Directors Managers or any duly authorized committee of the Board of Directors Managers that is not more than 60 nor less than 10 days prior to such Dividend Distribution Payment Date (each, a “Dividend Distribution Record Date”). Any such day that is a Dividend Distribution Record Date shall be a Dividend Distribution Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividendsdistributions, whether payable in cash, securities or other property, other than dividends distributions (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate LLC Agreement). The Issuer shall make pro rata allocations of Designations)items of gross income to the holders of the Designated Preferred in an amount equal to any distributions to which such holders are entitled under this Section 3.

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share unit of Designated Preferred Stock if, as and when declared by the Board of Directors Managers of the Issuer or any duly authorized committee of the Board of DirectorsManagers, but only out of assets legally available therefor, cumulative cash dividends distributions with respect to each Dividend Distribution Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate rate of 9.0% on (i) the Liquidation Capital Amount per share unit of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends distributions for any prior Dividend Distribution Period on such share unit of Designated Preferred StockPreferred, if any. Such dividends distributions shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Distribution Payment Date (i.e., no dividends distributions shall accrue on other dividends distributions unless and until the first Dividend Distribution Payment Date for such other dividends distributions has passed without such other dividends distributions having been paid on such date) and shall be payable quarterly in arrears on each Dividend Distribution Payment Date, commencing with the first such Dividend Distribution Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Distribution Payment Date would otherwise fall on a day that is not a Business Day, the dividend distribution payment due on that date will be postponed to the next day that is a Business Day and no additional dividends distributions will accrue as a result of that postponement. The period from and including any Dividend Distribution Payment Date to, but excluding, the next Dividend Distribution Payment Date is a “Dividend Distribution Period”, provided that the initial Dividend Distribution Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Distribution Payment Date. Dividends Distributions that are payable on Designated Preferred Stock in respect of any Dividend Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends distributions payable on Designated Preferred Stock on any date prior to the end of a Dividend Distribution Period, and for the initial Dividend Distribution Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Distribution Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register Schedule of Members of the Issuer contemplated by the LLC Agreement on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Distribution Payment Date or such other record date fixed by the Board of Directors Managers or any duly authorized committee of the Board of Directors Managers that is not more than 60 nor less than 10 days prior to such Dividend Distribution Payment Date (each, a “Dividend Distribution Record Date”). Any such day that is a Dividend Distribution Record Date shall be a Dividend Distribution Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividendsdistributions, whether payable in cash, securities or other property, other than dividends distributions (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate LLC Agreement). The Issuer shall make pro rata allocations of Designations)items of gross income to the holders of the Designated Preferred in an amount equal to any distributions to which such holders are entitled under this Section 3.

Rate. Holders of Designated The Series G Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash accrue dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) of the Liquidation Amount per share of Designated Series G Preferred Stock as of the first day of such Dividend Period; provided, that if the Liquidation Amount of a share of Series G Preferred Stock increases during such Dividend Period as provided in Section 5(a), dividends with respect to such increase shall be calculated for the period from and including the date of such increase to, but excluding, the last day of such Dividend Period; provided further, that if the Liquidation Amount of a share of Series G Preferred Stock decreases during such Dividend Period as provided in Section 5(c) or (ii) e), dividends with respect to the amount of accrued and unpaid dividends such decrease shall cease to accrue as of the date of such decrease. Dividends on the Series G Preferred Stock for any prior period other than a full Dividend Period shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of the dividends per share of Series G Preferred Stock accrued for any Dividend Period shall be added to the Liquidation Amount of such share of Designated Series G Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until Stock as of the first day of the immediately succeeding Dividend Payment Date Period, unless dividends in such amount are declared for such other dividends has passed without such other dividends having been Dividend Period by the Board of Directors out of assets legally available therefor and paid on such date) and shall be payable quarterly in arrears on each cash to the Holders of record as of the Business Day immediately preceding the relevant Dividend Payment Date, commencing Accrual Date in accordance with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponementfollowing paragraph. The period from and including any Dividend Payment Accrual Date to, but excluding, the next Dividend Payment Accrual Date is a “Dividend Period”, ; provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Accrual Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by If the Board of Directors or elect to pay dividends in cash on any duly authorized committee of Dividend Accrual Date, the Company shall provide written notice thereof to the Holders not less than three Business Days prior to such Dividend Accrual Date. If any Dividend Accrual Date on which the Board of Directors determines to pay dividends on the Series G Preferred Stock would otherwise fall on a day that is not more than 60 nor less than 10 days prior to a Business Day, then the dividend payment due on such Dividend Payment Accrual Date (each, a “Dividend Record Date”). Any such shall be postponed to the next day that is a Dividend Record Date Business Day and no additional dividends shall be accrue as a Dividend Record Date whether or not result of such day is a Business Daypostponement. Holders of Designated the Series G Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated the Series G Preferred Stock as specified in this Section 3 2(aaa) (subject to the other provisions of the Certificate of Designations). Subject to the foregoing and to Section 3(b), and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of the Series G Preferred Stock shall not be entitled to participate in any such dividends.

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share unit of Designated Preferred Stock if, as and when declared by the Board of Directors Managers of the Issuer or any duly authorized committee of the Board of DirectorsManagers, but only out of assets legally available therefor, cumulative cash dividends distributions with respect to each Dividend Distribution Period (as defined below) at a rate per annum equal to the Applicable Dividend Distribution Rate on (i) the Liquidation Capital Amount per share unit of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends distributions for any prior Dividend Distribution Period on such share unit of Designated Preferred StockPreferred, if any. Such dividends distributions shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Distribution Payment Date (i.e., no dividends distributions shall accrue on other dividends distributions unless and until the first Dividend Distribution Payment Date for such other dividends distributions has passed without such other dividends distributions having been paid on such date) and shall be payable quarterly in arrears on each Dividend Distribution Payment Date, commencing with the first such Dividend Distribution Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Distribution Payment Date would otherwise fall on a day that is not a Business Day, the dividend distribution payment due on that date will be postponed to the next day that is a Business Day and no additional dividends distributions will accrue as a result of that postponement. The period from and including any Dividend Distribution Payment Date to, but excluding, the next Dividend Distribution Payment Date is a “Dividend Distribution Period”, ,” provided that the initial Dividend Distribution Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Distribution Payment Date. Dividends Distributions that are payable on Designated Preferred Stock in respect of any Dividend Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends distributions payable on Designated Preferred Stock on any date prior to the end of a Dividend Distribution Period, and for the initial Dividend Distribution Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends Distributions that are payable on Designated Preferred Stock on any Dividend Distribution Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register Schedule of Members of the Issuer contemplated by the LLC Agreement on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Distribution Payment Date or such other record date fixed by the Board of Directors Managers or any duly authorized committee of the Board of Directors Managers that is not more than 60 nor less than 10 days prior to such Dividend Distribution Payment Date (each, a “Dividend Distribution Record Date”). Any such day that is a Dividend Distribution Record Date shall be a Dividend Distribution Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividendsdistributions, whether payable in cash, securities or other property, other than dividends distributions (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate LLC Agreement). The Issuer shall make pro rata allocations of Designations)items of gross income to the holders of the Designated Preferred in an amount equal to any distributions to which such holders are entitled under this Section 3.

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets funds legally available therefor, cumulative cash dividends (subject to Section 6(e) below) with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will shall be postponed to the next day that is a Business Day and no additional dividends will shall accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “"Dividend Period”", provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will shall be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “"Dividend Record Date”"). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

Rate. Holders of Designated Series B-1 12.75% Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock ifwhen, as and when if declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of funds or assets legally available therefor, cumulative cash dividends subject to the provisions of the DGCL, on each share of Series B-1 12.75% Preferred Stock, Dividends with respect to each Dividend Period (as defined below) at a rate per annum in an amount equal to the Applicable Dividend Rate on (i) the Liquidation Amount Preference per share of Designated Series B-1 12.75% Preferred Stock, payable, at the Corporation’s election, in (1) cash, (2) additional shares (including fractional shares) of Series B-1 12.75% Preferred Stock having a deemed value of $1,000 per share for purposes of the number of such additional shares or (3) any combination of (1) and (ii2) (the “Dividend”). If and to the extent that the Corporation does not pay the entire Dividend for a particular Dividend Period on the applicable Dividend Payment Date for such period, the amount of accrued and unpaid dividends for any prior such Dividend Period on such share of Designated Preferred Stock, if anynot paid shall be added to the Liquidation Preference in accordance with the definition thereof. Such dividends Dividends payable at the Dividend Rate shall begin to accrue (whether or not earned or declared, whether or not there are funds legally available for the payment thereof and whether or not restricted by the terms of any of the Corporation’s indebtedness outstanding at any time) and be cumulative from the Original Issue Issuance Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends Dividends shall accrue on other dividends Dividends unless and until the first Dividend Payment Date for such other dividends Dividends has passed without such other dividends Dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “such Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Series B-1 12.75% Preferred Stock in the form of additional shares of such stock shall, except as specifically provided in this Certificate of Designation, have all rights granted hereunder, including the payment of Dividends. Dividends that are payable on Series B-1 12.75% Preferred Stock on any Dividend Payment Date shall be payable to holders of record of Series B-1 12.75% Preferred Stock as they appear on the stock register of the Corporation on the record date for such Dividend, which shall be the date 10 Business Days prior to the applicable Dividend Payment Date, or such other date as determined by the Board of Directors. The Corporation shall elect the form of such payment by giving notice at least 5 Business Days prior to the applicable Dividend Payment Date. If no such notice is given, the Corporation shall be deemed to have elected a payment through the issuance of shares of Series B-1 12.75% Preferred Stock. Dividends paid on the shares of Series B-1 12.75% Preferred Stock in an amount less than accumulated and unpaid Dividends payable thereon shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. Dividends payable at the Dividend Rate on Series B-1 12.75% Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends Dividends payable at the Dividend Rate on Designated Series B-1 12.75% Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a such 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations)months.

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the board of directors of the Issuer (the “Board of Directors Directors”) or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, ,” provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

Rate. Holders of Designated Series B-2 11.5% Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock ifwhen, as and when if declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of funds or assets legally available therefor, cumulative cash dividends subject to the provisions of the DGCL, on each share of Series B-2 11.5% Preferred Stock, Dividends with respect to each Dividend Period (as defined below) at a rate per annum in an amount equal to the Applicable Dividend Rate on (i) the Liquidation Amount Preference per share of Designated Series B-2 11.5% Preferred Stock, payable, at the Corporation’s election, in (1) cash, (2) additional shares (including fractional shares) of Series B-2 11.5% Preferred Stock having a deemed value of $1,000 per share for purposes of the number of such additional shares or (3) any combination of (1) and (ii2) (the “Dividend”). If and to the extent that the Corporation does not pay the entire Dividend for a particular Dividend Period on the applicable Dividend Payment Date for such period, the amount of accrued and unpaid dividends for any prior such Dividend Period on such share of Designated Preferred Stock, if anynot paid shall be added to the Liquidation Preference in accordance with the definition thereof. Such dividends Dividends payable at the Dividend Rate shall begin to accrue (whether or not earned or declared, whether or not there are funds legally available for the payment thereof and whether or not restricted by the terms of any of the Corporation’s indebtedness outstanding at any time) and be cumulative from the Original Issue Issuance Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends Dividends shall accrue on other dividends Dividends unless and until the first Dividend Payment Date for such other dividends Dividends has passed without such other dividends Dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “such Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Series B-2 11.5% Preferred Stock in the form of additional shares of such stock shall, except as specifically provided in this Certificate of Designation, have all rights granted hereunder, including the payment of Dividends. Dividends that are payable on Series B-2 11.5% Preferred Stock on any Dividend Payment Date shall be payable to holders of record of Series B-2 11.5% Preferred Stock as they appear on the stock register of the Corporation on the record date for such Dividend, which shall be the date 10 Business Days prior to the applicable Dividend Payment Date, or such other date as determined by the Board of Directors. The Corporation shall elect the form of such payment by giving notice at least 5 Business Days prior to the applicable Dividend Payment Date. If no such notice is given, the Corporation shall be deemed to have elected a payment through the issuance of shares of Series B-2 11.5% Preferred Stock. Dividends paid on the shares of Series B-2 11.5% Preferred Stock in an amount less than accumulated and unpaid Dividends payable thereon shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. Dividends payable at the Dividend Rate on Series B-2 11.5% Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends Dividends payable at the Dividend Rate on Designated Series B-2 11.5% Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a such 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations)months.

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors Directors, or any duly authorized committee of the Board of Directorsthereof, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment DateJanuary 1, April 1, July 1 and October 1, commencing with on the first such Dividend Payment Date to occur at least 20 day occurring after a full calendar days after quarter has elapsed since the Original Issue Date. In the event that ; provided, however, if any Dividend Payment Date would otherwise fall on a such day that is not a Business Day, the then payment of any dividend payment due otherwise payable on that date will be postponed to made on the next succeeding day that is a Business Day and no additional Day, without any interest or other payment in respect of such delay (each such day on which dividends will accrue as are payable, a result of that postponement“Dividend Payment Date”). The period from and including any Dividend Payment Date (or, prior to the first Dividend Payment Date, from and including the date of issuance of the Convertible Preferred Stock) to, but excluding, the next Dividend Payment Date is a “Dividend Period”.” Dividends on each share of Convertible Preferred Stock will accrue daily at a rate per annum of $85, provided that the initial payable for each full Dividend Period shall be in equal quarterly installments; provided, however, that for the period Dividend Period from and including the Original Issue Date to, but excluding, and ending on the next day that is immediately prior to the first Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall , dividends will be computed on the basis described in the last sentence of a 360-day year consisting of twelve 30-day monthsthis Section 4(a) as being applicable to such Dividend Period. The amount record date for payment of dividends payable on Designated the Convertible Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register fifteenth day of the Issuer on the applicable record date, which shall be the 15th calendar day month immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such relevant Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date , whether or not such day is a Business Day. Holders The amount of Designated Preferred Stock shall not dividends payable will be entitled to computed on the basis of a 360 day year of twelve 30-day months, and for any dividendsperiod of less than a month, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations)actual days elapsed over a 30-day month.

Rate. Holders of Designated Preferred Stock Series A shall be entitled to receive, on each share of Designated Preferred Stock ifSeries A, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets funds legally available thereforfor the payment of dividends under Delaware law, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate rate of 12% on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if anyPreference. Such dividends shall begin to accrue and be cumulative from the Original Issue DateDate of such share, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) ), and shall be payable quarterly in arrears (as provided in this Section 4(a)). Through December 31, 2014, dividends shall be payable only when, as and if declared by the Board of Directors. Thereafter, the Board of Directors shall declare dividends, payable on each Dividend Payment Date, commencing with subject only to the first legal availability of funds for declaration and payment thereof. If any such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall occur on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any such Dividend Payment Date to, but excluding, the next shall instead be (and any dividend payable on Series A on such Dividend Payment Date is a “Dividend Period”, provided that shall instead be payable on) the initial Dividend Period shall be immediately succeeding Business Day with the period from same force and including the Original Issue Date to, but excluding, the next effect as if made on such Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, Series A shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and with respect to any date of determination that is not a Dividend Payment Date, actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock Series A on any Dividend Payment Date will shall be payable to holders of record of Designated Preferred Stock Series A as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding before such Dividend Payment Date (as originally scheduled) or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock Each dividend period (a “Dividend Period”) shall not be entitled commence on the calendar day immediately following a Dividend Payment Date (other than the initial Dividend Period with respect to any dividendsshare of Series A, whether which shall commence on and include the Original Issue Date of such share) and shall end on and include the next Dividend Payment Date. Dividends payable in cash, securities or other property, other than dividends (if any) declared and respect of a Dividend Period shall be payable in arrears on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations)Dividend Payment Date ending such Dividend Period.

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared authorized by the Board of Directors or any duly authorized committee of thereof and declared by the Board of DirectorsCompany, but only out of assets legally available therefor, cumulative cash dividends with respect accruing at the Applicable Rate (subject to each Dividend Period increase pursuant to clause (as defined d) below) at a rate per share per annum equal to on the Applicable Liquidation Preference for the applicable Dividend Rate on Period. For any Dividend Period, such dividends shall be payable in cash; provided that, if and only if, either (i) the Liquidation Amount per share payment in full in cash of Designated Preferred Stock and such dividends would be prohibited by the terms of the ABL Credit Agreement or (ii) insufficient assets are legally available to the amount Company for the payment in full of accrued such cash dividends, such dividends shall instead be paid in additional duly authorized, validly issued and fully paid and nonassessable shares of the series of Convertible Preferred Stock in respect of which such dividend is being paid (such election, the “Convertible Preferred Stock PIK Dividend Provision”); provided further that if the Company pays such dividend in shares of Convertible Preferred Stock, no fractional shares shall be issued in payment of any such dividend, and the Company shall pay, at its option, in lieu of any fraction of a share that would otherwise be issuable in payment of such dividend, (x) cash or (y) an additional whole share. The Company must provide Holders written notice, at least five Business Days prior to the Dividend Record Date for such dividend, of any exercise of the Convertible Preferred Stock PIK Dividend Provision. Dividends shall be payable quarterly in arrears on each of March 15, June 15, September 15 and December 15 of each year, commencing on September 15, 2009, for so long as any Convertible Preferred Stock is outstanding; provided, however, that if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, unless that day falls in the next calendar year, in which case payment of such dividend will occur on the immediately preceding Business Day (in either case, without any interest or other payment in respect of such delay) (each such day on which dividends are payable, a “Dividend Payment Date”). Accumulated and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and may be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponementtime. The period from and including [·], 2009 or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that .” The record date for payment of dividends on the initial Dividend Period shall Convertible Preferred Stock will be the period from and including fifteenth day of the Original Issue Date to, but excluding, calendar month immediately preceding the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on month during which the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date falls or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors thereof that is not more than 60 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall will be a Dividend Record Date whether or not such day is a Business Day. Holders The amount of Designated the dividend per share of Convertible Preferred Stock shall not payable will be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable computed on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions basis of the Certificate a 360-day year of Designations)twelve 30-day months.

Rate. Holders of Designated Series [C] Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock ifwhen, as and when if declared by the Board of Directors or any a duly authorized committee of the Board of Directors out of funds legally available for the payment of dividends under Delaware law, non-cumulative cash dividends at the annual rate of three percent (3.00%) (the “Dividend Rate”) applied to the liquidation preference amount of one thousand dollars ($1,000) per share (such amount, the “Liquidation Preference Amount”) of Series [C] Preferred Stock. Such dividends shall be payable quarterly in arrears (as provided below in this Section 4(a)), but only when, as and if declared by the Board of Directors or a duly authorized committee of the Board of Directors, but only out of assets legally available thereforon each March 15, cumulative cash dividends with respect to each June 15, September 15 and December 15 (each, a “Dividend Period (as defined below) at a rate per annum equal to Payment Date”), commencing on the Applicable Dividend Rate on first date that is (i) at least three (3) calendar months after the Liquidation Amount per share of Designated Preferred Stock Closing Date; and (ii) the amount of accrued and unpaid dividends for is a March 15, June 15, September 15 or December 15; provided, however, that if any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall occur on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any then such Dividend Payment Date to, but excluding, the next shall instead be (and any dividend payable on Series [C] Preferred Stock on such Dividend Payment Date is shall instead be payable on) the immediately succeeding Business Day. Dividends on Series [C] Preferred Stock shall not be cumulative. Holders of Series [C] Preferred Stock shall not be entitled to receive any dividends not declared by the Board of Directors or a “Dividend Period”duly authorized committee of the Board of Directors, provided that the initial Dividend Period and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared. Notwithstanding anything herein to the period contrary, no dividends shall accrue on the Series [C] Preferred Stock from and including after the Original Issue Date to, but excluding, the next Dividend Payment Exchange Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Series [C] Preferred Stock on any Dividend Payment Date will be payable payable, out of funds legally available therefor, to holders of record of Designated Series [C] Preferred Stock as they appear on the stock register records of the Issuer Corporation on the applicable record date, which shall be the 15th fifteenth (15th) calendar day immediately preceding before such Dividend Payment Date or such other record date fixed by the Board of Directors or any a duly authorized committee of the Board of Directors that is not more than 60 sixty (60) nor less than 10 ten (10) days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date (other than the initial Dividend Period, which shall commence on and include the date of Designated original issue of the Series [C] Preferred Stock) and shall end on, but exclude, the next Dividend Payment Date. Dividends payable on the Series [C] Preferred Stock in respect of any Dividend Period shall not be entitled to any dividends, whether computed by the Corporation on the basis of a 360-day year consisting of twelve 30-day months. Dividends payable in cashrespect of a Dividend Period shall be payable in arrears (i.e., securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designationsfirst Dividend Payment Date after such Dividend Period).

Rate. Subject to the rights of holders of any class or series of Senior Stock, Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock ifwhen, as and when if declared by the Board of Directors Directors, or an authorized committee thereof, out of funds of the Corporation legally available for payment, in the case of dividends paid in cash, and shares of Common Stock legally permitted to be issued, in the case of dividends paid in shares of Common Stock, cumulative dividends at the rate per annum of 6.250% of the Liquidation Preference per share of the Mandatory Convertible Preferred Stock (the “Dividend Rate”) (equivalent to $3.125 per annum per share), payable in cash, by delivery of shares of Common Stock or through any duly combination of cash and shares of Common Stock pursuant to Section 4(c), as determined by the Corporation in its sole discretion (subject to the limitations set forth in Section 4(e)). If declared, dividends on the Mandatory Convertible Preferred Stock shall be payable quarterly on each Dividend Payment Date at such annual rate, and dividends shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Initial Issue Date, whether or not in any Dividend Period or Dividend Periods there have been funds legally available or shares of Common Stock legally permitted for the payment of such dividends. If declared, dividends shall be payable on the relevant Dividend Payment Date to Record Holders on the immediately preceding Regular Record Date, whether or not such Record Holders early convert their shares of Mandatory Convertible Preferred Stock, or such shares are automatically converted, after a Regular Record Date and on or prior to the immediately succeeding Dividend Payment Date; provided that the Regular Record Date for any such dividend shall not precede the date on which such dividend was so declared. If a Dividend Payment Date is not a Business Day, payment shall be made on the next succeeding Business Day, without any interest or other payment in lieu of interest accruing with respect to this delay. The amount of dividends payable on each share of Mandatory Convertible Preferred Stock for each full Dividend Period (subsequent to the initial Dividend Period) shall be computed by dividing the Dividend Rate by four. Dividends payable on Mandatory Convertible Preferred Stock for the initial Dividend Period and any other partial Dividend Period shall be computed based upon the actual number of days elapsed during such period over a 360-day year (consisting of twelve 30-day months). Accumulated dividends on shares of the Mandatory Convertible Preferred Stock shall not bear interest, nor shall additional dividends be payable thereon, if they are paid subsequent to the applicable Dividend Payment Date. No dividend shall be paid unless and until the Board of Directors, or an authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends declares a dividend payable with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) Mandatory Convertible Preferred Stock. No dividend shall be declared or paid upon, or any sum of cash or number of shares of Common Stock set apart for the Liquidation Amount per share payment of Designated dividends upon, any outstanding shares of Mandatory Convertible Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin with respect to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis unless all dividends for all preceding Dividend Periods have been declared and paid upon, or a sufficient sum of a 360-day year consisting cash or number of twelve 30-day months. The amount shares of dividends payable on Designated Preferred Common Stock on any date prior to the end of a Dividend Period, and has been set apart for the initial Dividend Periodpayment of such dividends upon, shall be computed on the basis all outstanding shares of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Mandatory Convertible Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business DayStock. Holders of Designated Preferred Stock shall not be entitled to any dividendsdividends on Mandatory Convertible Preferred Stock, whether payable in cash, securities property or other propertyshares of Common Stock, other than dividends (if any) declared and payable on Designated Preferred Stock in excess of full cumulative dividends. Except as specified described in this Section 3 (subject 4(a), dividends on shares of Mandatory Convertible Preferred Stock converted to Common Stock shall cease to accumulate, and all other rights of Holders will terminate, from and after the other provisions of the Certificate of Designations)applicable Conversion Date.

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of DesignationsDetermination).

Rate. Holders of Designated Series E Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock ifonly when, as as, and when if declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets of the Corporation legally available therefor, non-cumulative cash dividends with respect to each Dividend Period (as defined below) on the Liquidation Preference, at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next First Reset Date, a fixed rate per annum of 6.875%, and (ii) from, and including, the First Reset Date, during each Reset Period, a rate per annum equal to the Five-Year Treasury Rate as of the most recent Reset Dividend Determination Date, plus 6.507%. If declared by the Board of Directors, dividends shall be payable, in arrears, on the Series E Preferred Stock on a Dividend Payment Date. If any date on which dividends would otherwise be payable is not a Business Day, then the Dividend Payment Date shall be the next Business Day without any adjustment to the amount of dividends paid. Dividends shall be payable to holders of record of Series E Preferred Stock as they appear on the Corporation’s stock register at 5:00 p.m., New York City time, on the applicable record date, which shall be the 1st calendar day of the month, whether or not a Business Day, before the applicable Dividend Payment Date, or such other record date, not exceeding 30 days before the applicable Dividend Payment Date, as shall be fixed by the Board of Directors. In the event that additional shares of Series E Preferred Stock are issued after the Issue Date, dividends on such additional shares shall accrue from the original issuance date of such additional shares. Notwithstanding any other provision hereof, dividends on the Series E Preferred Stock shall not be declared, paid or set aside for payment to the extent such act would cause the Corporation to fail to comply with laws and regulations applicable thereto, including applicable capital adequacy guidelines. Dividends payable on Designated the Series E Preferred Stock in respect of for any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior Dollar amounts resulting from that calculation shall be rounded to the end of a Dividend Periodnearest cent, and for the initial Dividend Period, shall be computed with one-half cent being rounded upwards. Dividends on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Series E Preferred Stock shall not be entitled cease to any dividendsaccrue on the redemption date, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated , as described in Section 7, unless the Corporation defaults in the payment of the Redemption Price of the shares of the Series E Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations)called for redemption.

Rate. Holders of Designated Series A Preferred Stock shall be entitled to receive, on each share of Designated Series A Preferred Stock ifStock, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets funds legally available thereforfor the payment of dividends under Delaware law, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate rate of 10% on (i) the Liquidation Amount amount of $10,000 per share of Designated Series A Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Series A Preferred Stock, if anyany (giving effect to (A) any dividends paid through the Dividend Payment Date (as defined below) that begins such Dividend Period (other than the initial Dividend Period) and (B) any dividends (including dividends thereon at a per annum rate of 10% to the date of payment) paid during such Dividend Period). Such dividends shall begin to accrue and be cumulative from the date such share of Series A Preferred Stock is issued (“Original Issue Date”), shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall accrue and be payable quarterly in arrears (as provided below in this Section 2(a)), but only when, as and if declared by the Board of Directors on or before the tenth business day after the end of each March 31, June 30, September 31, and December 31, quarterly period (each, a “Dividend Payment Date”), commencing with on the first date of each issuance of Series A Preferred Stock; provided that if any such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall occur on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any such Dividend Payment Date to, but excluding, the next shall instead be (and any dividend payable on Series A Preferred Stock on such Dividend Payment Date is a “Dividend Period”, provided that shall instead be payable on) the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Dateimmediately succeeding business day. Dividends that are payable on Designated the Series A Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated the Series A Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Series A Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Series A Preferred Stock as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding before such Dividend Payment Date (as originally scheduled) or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date (other than the initial Dividend Period, which shall commence on and include the Original Issue Date of the Series A Preferred Stock) and shall end on and include the calendar day next preceding the next Dividend Payment Date. Dividends payable in respect of a Dividend Period shall be payable in arrears on the first Dividend Payment Date after such Dividend Period. Holders of Designated Series A Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated the Series A Preferred Stock as specified in this Section 3 2 (subject to the other provisions of the this Certificate of Designations), out of funds legally available for the payment of dividends under Delaware law. In the event funds are not legally available for the payment of dividends under Delaware law shall continue to accrue until such time as such funds are available.

Rate. Holders of Designated Series D Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, when and as and when declared by the Board of Directors of the Corporation or any duly authorized committee of the Board of DirectorsDirectors of the Corporation, but only out of assets legally available therefor, non-cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to on the Applicable Dividend Rate on (i) the Liquidation Amount liquidation preference of $100,000 per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Series D Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Dateno more, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from from, and including including, the date of issuance of the Series D Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”.” Dividends on each share of Series D Preferred Stock will accrue on the liquidation preference of $100,000 per share at a rate per annum equal to (i) 4.60% on each Dividend Payment Date relating to a Fixed Rate Period (and for such Fixed Rate Period) and (ii) Three-month LIBOR plus 3.202% on each Dividend Payment Date relating to a Floating Rate Period (and for such Floating Rate Period). The record date for payment of dividends on the Series D Preferred Stock shall be the 15th day of the calendar month immediately preceding the month during which the Dividend Payment Date falls. Notwithstanding any other provision hereof, provided that dividends on the initial Dividend Series D Preferred Stock shall not be declared, paid or set aside for payment to the extent such act would cause the Corporation to fail to comply with laws and regulations applicable thereto, including applicable capital regulations. The amount of dividends payable in respect of each Fixed Rate Period shall be calculated by the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed Calculation Agent on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated the Series D Preferred Stock on in respect of each Floating Rate Period shall be calculated by the Calculation Agent by multiplying the per annum dividend rate in effect for that Floating Rate Period by a fraction, the numerator of which will be the actual number of days in that Floating Rate Period and the denominator of which will be 360, and multiplying the rate obtained by $100,000 to determine the dividend per share of Series D Preferred Stock. The Calculation Agent’s determination of any date prior to dividend rate, and its calculation of the end amount of a dividends for any Dividend Period, will be maintained on file at the Corporation’s principal offices and for the initial Dividend Period, shall will be computed on the basis available to any holder of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Series D Preferred Stock on any Dividend Payment Date upon request and will be payable final and binding in the absence of manifest error. The Corporation may terminate the appointment of the Calculation Agent and may appoint a successor agent at any time and from time to holders of record of Designated time, provided that the Corporation shall use its best efforts to ensure that there is, at all relevant times when the Series D Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (eachoutstanding, a “Dividend Record Date”)person or entity appointed and serving as such agent. Any such day that is a Dividend Record Date shall The Calculation Agent may be a Dividend Record Date whether person or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to entity affiliated with the other provisions of the Certificate of Designations)Corporation.

Rate. Holders Subject to the rights of Designated holders of any class or series of Senior Stock, preferential cumulative dividends on the Series A-1 Preferred Stock (the “Preferential Dividends”) shall be entitled to receiveaccumulate daily in arrears, on each share of Designated Preferred Stock if, as and when whether or not earned or declared by the Board of Directors or any duly authorized committee prohibited by law, at the Preferential Dividend Rate. Additionally, the holders of the Board of Directors, but only out of assets legally available therefor, cumulative Series A-1 Convertible Preferred Stock shall receive any cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal that are paid to the Applicable holders of the Common Stock in excess of the Common Stock Dividend Rate on (i) Amount to the Liquidation Amount per share of Designated same extent as if such Holders had converted the Series A-1 Convertible Preferred Stock into Class A-1 Common Stock and had held such shares of Class A-1 Common Stock on the applicable record date (ii) the amount of accrued and unpaid “Participating Dividends”). If declared, dividends for any prior Dividend Period on such share of Designated the Series A-1 Convertible Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and Stock shall be payable in cash (other than a PIK Dividend, as described below) quarterly in arrears on each Dividend Payment Date at such annual rate, and dividends shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Initial Issue Date, commencing with whether or not in any Dividend Period or Dividend Periods there have been funds legally available. If declared, dividends shall be payable on the first such relevant Dividend Payment Date to occur at least 20 calendar days after Record Holders on the Original Issue immediately preceding Regular Record Date, to the extent that such shares of Series A-1 Convertible Preferred Stock remain outstanding on the applicable Dividend Payment Date; provided that the Regular Record Date for any such dividend shall not precede the date on which such dividend was so declared. In the event that any If a Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due shall be made on that date will be postponed to the next day that is a succeeding Business Day and no additional dividends will accrue as a result Day, without any interest or other payment in lieu of that postponementinterest accruing with respect to this delay. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. amount of Preferential Dividends that are payable on Designated each share of Series A-1 Convertible Preferred Stock in respect of any for each Dividend Period shall be computed on based upon the basis actual number of days elapsed during such period over a 360-day year (consisting of twelve 30-day months). The amount of dividends payable on Designated Preferred Stock on In the event that the Corporation does not declare and pay any date prior to Preferential Dividends in cash as described above, the end of a Dividend Period, and for the initial Dividend Period, Corporation shall be computed instead pay such Preferential Dividends on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any applicable Dividend Payment Date will be payable to holders by increasing the Fixed Liquidation Preference of record of Designated the Series A-1 Convertible Preferred Stock as they appear at the PIK Rate, on the stock register of the Issuer a compounding basis, on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (eachthe “PIK Dividends” and, a together with the Preferential Dividends and the Participating Dividends, the “Dividend Record DatePreferred Dividends”). Any ; provided that the Corporation shall only be permitted to elect to pay PIK Dividends for a maximum of two Dividend Periods for so long as any shares of Series A Convertible Preferred Stock or Series A-1 Convertible Preferred Stock remain outstanding; provided further that the Corporation shall provide written notice to the Holders of such day that is a Dividend PIK Dividends at least 15 days prior to the Record Date for the applicable Dividend Payment Date. At any time following a PIK Dividend, the Corporation may elect to pay an additional cash dividend to the holders of the Series A-1 Convertible Preferred Stock in an amount equal to or less than the amount of such PIK Dividend and, upon any such cash dividend, the Fixed Liquidation Preference of the Series A-1 Convertible Preferred Stock shall be a Dividend Record Date whether or not reduced by an amount equal to such day is a Business Day. Holders cash dividend; provided that the Fixed Liquidation Preference of Designated the Series A-1 Convertible Preferred Stock shall not be reduced to less than $1,000 per share; provided, further, that such payment of an additional dividend shall not reduce the number of elections that have been exercised by the Corporation to pay PIK Dividends. No dividend shall be paid on any Junior Stock of the Corporation unless and until all Preferred Dividends (including any PIK Dividends) for all preceding Dividend Periods have been declared and paid in full in cash (to the extent permitted by the immediately preceding paragraph) for all outstanding shares of Series A-1 Convertible Preferred Stock. Other than Participating Dividends, Holders shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Series A-1 Convertible Preferred Stock as specified in this Section 3 (subject excess of full cumulative dividends. Dividends on shares of Series A-1 Convertible Preferred Stock converted to Common Stock shall cease to accumulate, and all other rights of Holders will terminate, from and after the other provisions of the Certificate of Designations)applicable Conversion Date.

Rate. Dividends on the Series A Preferred Stock will not be mandatory. Holders of Designated Series A Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors of the Company or any duly authorized committee of the Board of DirectorsDirectors of the Company, but only out of assets legally available therefor, non-cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to on the Applicable Dividend Rate on (i) the Liquidation Amount liquidation preference of $1000 per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Series A Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each March 31, June 30, September 30 and December 31, commencing September 30, 2016 (each, a “Dividend Payment Date”). From the date of issuance to, commencing with but excluding, the first Redemption Date (the “Fixed Rate Period”), dividends will be calculated at an annual rate of 5.50%, and from, and including, June 30, 2021 (the “Floating Rate Period”), dividends will be calculated annually at an annual rate equal to Three-month LIBOR plus 4.825%. If, following the procedure set forth in the definition of Three-month LIBOR, the Calculation Agent is unable to determine three-month LIBOR for any Floating Rate Period, then the dividend for such Floating Rate Period shall be calculated at the dividend rate in effect for the immediately preceding Dividend Payment Date to occur at least 20 calendar days after the Original Issue DatePeriod. In the event that any Dividend Payment Date would otherwise fall during the Fixed Rate Period falls on a day date that is not a Business Day, the then payment of any dividend payment due payable on that such date will be postponed to made on the next day succeeding Business Day (without interest or other payment in respect of such delay). In the event that any Dividend Payment Date during the Floating Rate Period falls on a date that is not a Business Day Day, then payment of any dividend otherwise payable on such date will be made on the next succeeding Business Day, and no additional dividends will accrue as a result be calculated to, but excluding, the actual payment date. However if, during the Floating Rate Period, such postponed payment date would fall in the next calendar month following the relevant Dividend Payment Date, then payment of that postponementany dividend otherwise payable on such date will be made on the Business Day immediately preceding the relevant Dividend Payment Date. The period from from, and including including, any Dividend Payment Date to, but excluding, the next succeeding Dividend Payment Date is a “Dividend Period”; provided, provided however, that the initial first Dividend Period shall be the period from from, and including including, the Original Issue Date date of original issuance of the Series A Preferred Stock to, but excluding, September 30, 2016; and provided, further, that, during the Floating Rate Period for purposes of determining a Dividend Period only, the Dividend Payment Date shall be the actual payment date of the applicable dividends. The record date for payment of dividends on the Series A Preferred Stock shall be the 15th calendar day before such Dividend Payment Date (provided, however, that if any such day is not a Business Day, then the record date will be the next succeeding day that is a Business Day) or such other date as determined by the Board of Directors of the Company or any duly authorized committee of the Board of Directors of the Company. The amount of dividends payable during the Fixed Rate Period, including dividends payable for any partial Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period Period, shall be computed calculated on the basis of a 360-day year consisting of twelve 30-day months. The amount of any dividend payable during the Floating Rate Period, including dividends payable on Designated Preferred Stock on for any date prior to the end of a Dividend Period, and for the initial partial Dividend Period, shall be computed calculated (without duplication) on the basis of a 360-day year consisting and the actual number of twelve 30days elapsed. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-day monthshalf cent being rounded upward. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding. The Calculation Agent’s determination of any dividend rate, and actual days elapsed over a 30-day month. Dividends that are its calculation of the amount of any dividend payable on Designated Preferred Stock on any Dividend Payment Date during the Floating Rate Period, will be payable to holders of record of Designated Preferred Stock as they appear maintained on file at the Calculation Agent’s principal offices. Notwithstanding any other provision hereof, dividends on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Series A Preferred Stock shall not be entitled to any dividendsdeclared, whether payable in cash, securities paid or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject set aside for payment to the other provisions of extent such act would cause the Certificate of Designations)Company to fail to comply with laws and regulations applicable thereto, including applicable capital adequacy guidelines.

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets funds legally available therefor, cumulative cash dividends (subject to Section 6(e) below) with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will shall be postponed to the next day that is a Business Day and no additional dividends will shall accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will shall be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

Rate. Holders The holders of Designated Preferred Stock the Series A shall be entitled to receive, on each share of Designated Preferred Stock ifwhen, as and when if declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets funds legally available therefor, cumulative cash dividends with respect to each Dividend Period ("Quarterly Dividends") at the annual rate of 5.5% of the Applicable Liquidation Preference (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock share, and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stockno more, if any. Such dividends which shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly on the __ day of February, May, August and November in arrears each year, respectively, beginning on each Dividend Payment DateFebruary __, commencing with the first 2002 (or, if any such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that date is not a Business Day, the dividend payment due on that date will be postponed to the next day that is succeeding Business Day)(each, a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any "Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be Date") with respect to the period from and including (i) if the Original Issue respective Dividend Payment Date to, but excluding, is the next first Dividend Payment Date, November __, 2001 (the "Issue Date") and (ii) in all other cases, the Dividend Payment Date immediately preceding the respective Dividend Payment Date to but excluding the respective Dividend Payment Date (each such period, a "Quarterly Dividend Period"), to the holders of record on the date, not more than 60 nor less than 10 days preceding the respective Dividend Payment Date, fixed for that purpose by the Board of Directors in advance of payment of each particular dividend. The Quarterly Dividends that are payable on Designated Preferred Stock in respect per share of any Series A for each Quarterly Dividend Period shall be computed by multiplying the Applicable Liquidation Preference for such Quarterly Dividend Period by 1.375%. The accrued Quarterly Dividends for any period less than a full Quarterly Dividend Period during which shares of Series A are outstanding shall be computed on the basis of a 360-day year consisting of twelve 30-day monthsmonths and the actual number of days elapsed in the period. The amount of dividends To the extent that any Quarterly Dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock Series A on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date (whether or such other record date fixed by the Board of Directors not declared) are not paid in cash or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days declared and set aside in cash for payment prior to 5:00 p.m., New York City time, on such Dividend Payment Date (eachsuch time and date, a “Dividend Record Date”the "Payment Deadline" and such unpaid Quarterly Dividends, the "Unpaid Quarterly Dividends"). Any , then such day that is a Dividend Record Date Unpaid Quarterly Dividends shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock deemed paid, shall not cumulate and shall cease to accrue and be entitled payable as of the Payment Deadline as long as such Unpaid Quarterly Dividends are added to any dividendsthe Liquidation Preference as required by Section 5(a) below. No interest, whether or sum of money in lieu of interest, shall be payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions respect of the Certificate of Designations)any Unpaid Quarterly Dividends.

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors Directors, or any duly authorized committee of the Board of Directorsthereof, but only out of assets legally available therefor, cumulative cumulative, non-participating cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Preference Amount per share of Designated Series A Preferred Stock at the rate per annum specified below, and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stockno more, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on December 31, March 31, June 30 and September 30 of each year for the applicable Dividend Payment DatePeriod; provided, commencing with the first however, if any such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the then payment of any dividend payment due otherwise payable on that date will be postponed to made on the next succeeding day that is a Business Day, unless that day falls in the next calendar year, in which case payment of such dividend will occur on the immediately preceding Business Day and no additional (in either case, without any interest or other payment in respect of such delay) (each such day on which dividends will accrue as are payable a result of that postponement“Dividend Payment Date”). The period from and including any the immediately preceding Dividend Payment Date (or if there has been no prior full fiscal quarter, the applicable date of issuance of such Series A Preferred Stock) to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. .” Dividends that are payable on Designated each share of Series A Preferred Stock in respect of any Dividend Period shall be computed will accrue daily on the basis Liquidation Preference Amount per share (as from the date on which a Holder acquires such share of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Series A Preferred Stock on until any date prior redemption pursuant to the end of Section 6 (each, a Dividend Period“Redemption Event”) at a rate per annum equal to 3.0% (three percent). If, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable Date, the Company fails to holders pay dividends in respect of record of Designated the Series A Preferred Stock as they appear equal to all dividends on the stock register Series A Preferred Stock accrued but unpaid as of such date, the Issuer accrued but unpaid dividends on the applicable record date, which Series A Preferred Stock shall be the 15th calendar day immediately preceding nonetheless accumulate and compound (at a rate per annum equal to 3.0% (three percent)) on such Dividend Payment Date and shall remain accumulated, compounding dividends at such 3.0% rate, until paid pursuant hereto. The record date for payment of dividends on the Series A Preferred Stock will be the fifteenth day of the calendar month in which the Dividend Payment Date falls or such other record date fixed by the Board of Directors Directors, or any duly authorized committee of the Board of Directors thereof, that is not more than 60 thirty (30) nor less than 10 ten (10) calendar days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall will be a Dividend Record Date whether or not such day is a Business Day. Holders The amount of Designated Preferred Stock shall not dividends payable will be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable computed on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions basis of the Certificate a 360 day year of Designations)twelve 30 day months.

Rate. Holders Dividends on the Series G Preferred Shares are not mandatory. Subject to Section 4(c), holders of Designated Series G Preferred Stock Shares shall be entitled to receive, on each share of Designated Preferred Stock ifonly when, as and when if declared by the Board of Directors or any a duly authorized committee of the Board of Directors, but only out of assets legally lawfully available thereforfunds for the payment of dividends under Bermuda law and regulations, non-cumulative cash dividends with respect to each Dividend Period (as defined below) at a the annual rate per annum equal of 4.550% applied to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the liquidation preference amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated US$25,000 per Series G Preferred Stock, if anyShare. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears only when, as and if declared by the Board of Directors or a duly authorized committee of the Board of Directors, on the last day of March, June, September and December of each year (each, a “Dividend Payment Date, commencing with the first ”); provided that if any such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall occur on a day that is not a Business Day, such Dividend Payment Date shall instead be (and any dividend payable on the dividend payment due Series G Preferred Shares on that date will such Dividend Payment Date shall instead be postponed to payable on) the next day that is a immediately succeeding Business Day with the same force and effect as if made on the original Dividend Payment Date, and no additional dividends will shall accrue as a result of that postponementon the amount so payable from such date to such next succeeding Business Day. The period from and including any If declared, the first Dividend Payment Date towill be September 30, but excluding2021. Dividends, the next Dividend Payment Date is a “Dividend Period”if so declared, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Series G Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock Shares on any Dividend Payment Date will be payable to holders of record of Designated Series G Preferred Stock Shares as they appear on the stock share register of the Issuer Company on the applicable record date, which shall be the 15th calendar day March 15, June 15, September 15 and December 15, as applicable, immediately preceding such the applicable Dividend Payment Date or such other record date fixed by the Board of Directors or any a duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date and shall end on and include the calendar day preceding the next Dividend Payment Date, except that (x) the initial Dividend Period for Series G Preferred Shares issued on the Issue Date shall, if declared, commence on and include the Issue Date, (y) the initial Dividend Period for any Series G Preferred Shares issued after the Issue Date shall commence on and include such date as the Board of Directors or a duly authorized committee of the Board of Directors shall determine and publicly disclose at the time such additional shares are issued; and (z) the final Dividend Period with respect to redeemed or exchanged shares shall end on and include the calendar day preceding the date of redemption or the date of exchange, as applicable. Dividends payable on the Series G Preferred Shares in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months, except that dividends for the initial Dividend Period will be calculated based upon the actual number of calendar days from the Issue Date to the calendar day preceding the first Dividend Payment Date, divided by a 360 day year. Dividends payable in respect of a Dividend Period shall be payable in arrears (i.e., on the first Dividend Payment Date after such Dividend Period). Dividends on the Series G Preferred Shares are non-cumulative. Accordingly, if the Board of Directors or a duly authorized committee of the Board of Directors does not declare a dividend on the Series G Preferred Shares payable in respect of any Dividend Period before the related Dividend Payment Date, in full or otherwise, then such undeclared dividends shall not cumulate and will not accrue and will not be payable and the Company shall have no obligation to pay such undeclared dividends for the applicable Dividend Period on the related Dividend Payment Date or at any future time or to pay interest with respect to such dividends, whether or not dividends are declared on Series G Preferred Shares or any other preference shares the Company may issue in the future. Holders of Designated Series G Preferred Stock Shares shall not be entitled to any dividendsdividends or other distributions, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated the Series G Preferred Stock Shares as specified in this Section 3 4 (subject to the other provisions of the this Certificate of Designations).

Rate. Holders of Designated Preferred Stock Series T shall be entitled to receive, on each share of Designated Preferred Stock ifSeries T, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets funds legally available thereforfor the payment of dividends under Delaware law, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal rate of 6% (as such may be adjusted pursuant to this Section 4(a), the Applicable “Dividend Rate Rate”) on (i) the Liquidation Amount amount of $100,000 per share of Designated Preferred Stock Series T and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred StockSeries T, if anyany (giving effect to (A) any dividends paid through the Dividend Payment Date (as defined below) that begins such Dividend Period (other than the initial Dividend Period) and (B) any dividends (including dividends thereon at a per annum rate equal to the Dividend Rate to the date of payment) paid during such Dividend Period); provided that if, on any Dividend Payment Date, the holder of record (for such Dividend Payment Date) of a share of Series T shall not have received in cash the full amount of any dividend required to be paid on such share on such Dividend Payment Date pursuant to this Section 4(a), then the Dividend Rate shall automatically be at a per annum rate of 8% with respect to the Dividend Period for which the full amount of any dividend required to be paid on such share on such Dividend Payment Date pursuant to this Section 4(a) was not made and for all Dividend Periods thereafter. Such dividends Dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears (as provided below in this Section 4(a)), but only when, as and if declared by the Board of Directors (or a duly authorized committee of the Board of Directors) on each October 10, January 10, April 10 and July 10 (each, a “Dividend Payment Date”), commencing with the first on October 10, 2011; provided that if any such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall occur on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any such Dividend Payment Date to, but excluding, the next shall instead be (and any dividend payable on Series T on such Dividend Payment Date is a “Dividend Period”, provided that shall instead be payable on) the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Dateimmediately succeeding Business Day. Dividends that are payable on Designated Preferred Stock the Series T in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock the Series T on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock Series T on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock Series T as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding before such Dividend Payment Date (as originally scheduled) or such other record date fixed by the Board of Directors (or any a duly authorized committee of the Board of Directors Directors) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date (other than the initial Dividend Period, which shall commence on and include the Original Issue Date of the Series T) and shall end on and include the calendar day next preceding the next Dividend Payment Date. Dividends payable in respect of a Dividend Period shall be payable in arrears on the first Dividend Payment Date after such Dividend Period. Holders of Designated Preferred Stock Series T shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock the Series T as specified in this Section 3 4 (subject to the other provisions of the this Certificate of Designations).

Rate. Holders of Designated shares of Series A Preferred Stock shall be entitled to receive, receive cash dividends on each share of Designated the Series A Preferred Stock if, as at a rate per annum of 6.00% (the “Dividend Rate”) per share on the sum of (x) the Liquidation Preference plus (y) all accrued and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash unpaid dividends with respect to such share for all prior Dividend Payment Periods (as defined below). Dividends shall be cumulative and payable quarterly in arrears on the fifteenth (15th) calendar day (or the following Business Day if the fifteenth (15th) calendar day is not a Business Day) of January, April, July and October of each year (commencing on April 15, 2019) (each such date, a “Dividend Period Payment Date”, and the period from and including the Issue Date to the first Dividend Payment Date and each such quarterly period thereafter beginning on the day after the immediately preceding Dividend Payment Date and ending on and including the immediately following Dividend Payment Date are each referred to herein as a “Dividend Payment Period”); provided that if the declaration and payment of such dividends is not permitted either (x) under applicable law because the Corporation does not have sufficient profits, surplus or other funds legally available for the payment of such dividends or (y) under the terms of the Corporate Credit Facility (as defined below) at a rate per annum equal (provided that, in the case of clause (y), the Corporation has also suspended the payment of any and all dividends on all other classes and series of capital stock of the Corporation), such dividends shall not be required to be declared or be paid or payable on such Dividend Payment Date, and instead, such dividends shall be declared, become payable and be paid on the Applicable first succeeding Dividend Rate Payment Date on which the Corporation is not prohibited from declaring and paying such dividends (i) and, for the Liquidation Amount per share avoidance of Designated Preferred Stock doubt, such dividends shall be payable in addition to, and (ii) the amount of not in lieu of, any dividends which would otherwise be payable on such succeeding Dividend Payment Date); provided, further, that accrued and unpaid dividends for any prior quarterly period may be paid at any time. Dividends, whether or not declared by the Board of Directors and whether or not there are profits, surplus or other funds of the Corporation legally available therefor, will accrue at the Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall Rate on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period daily basis from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be and computed on the basis of a 360365-day year consisting and the actual number of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on for any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations)Period.

Rate. Holders of Designated The Series G Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash accrue dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) of the Liquidation Amount per share of Designated Series G Preferred Stock as of the first day of such Dividend Period; provided, that if the Liquidation Amount of a share of Series G Preferred Stock increases during such Dividend Period as provided in Section 5(a), dividends with respect to such increase shall be calculated for the period from and including the date of such increase to, but excluding, the last day of such Dividend Period; provided further, that if the Liquidation Amount of a share of Series G Preferred Stock decreases during such Dividend Period as provided in Section 5(c) or (ii) e), dividends with respect to the amount of accrued and unpaid dividends such decrease shall cease to accrue as of the date of such decrease. Dividends on the Series G Preferred Stock for any prior period other than a full Dividend Period shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of the dividends per share of Series G Preferred Stock accrued for any Dividend Period shall be added to the Liquidation Amount of such share of Designated Series G Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until Stock as of the first day of the immediately succeeding Dividend Payment Date Period, unless dividends in such amount are declared for such other dividends has passed without such other dividends having been Dividend Period by the Board of Directors out of assets legally available therefor and paid on such date) and shall be payable quarterly in arrears on each cash to the Holders of record as of the Business Day immediately preceding the relevant Dividend Payment Date, commencing Accrual Date in accordance with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponementfollowing paragraph. The period from and including any Dividend Payment Accrual Date to, but excluding, the next Dividend Payment Accrual Date is a “Dividend Period”, ; provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Accrual Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by If the Board of Directors or elect to pay dividends in cash on any duly authorized committee of Dividend Accrual Date, the Company shall provide written notice thereof to the Holders not less than three Business Days prior to such Dividend Accrual Date. If any Dividend Accrual Date on which the Board of Directors determines to pay dividends on the Series G Preferred Stock would otherwise fall on a day that is not more than 60 nor less than 10 days prior to a Business Day, then the dividend payment due on such Dividend Payment Accrual Date (each, a “Dividend Record Date”). Any such shall be postponed to the next day that is a Dividend Record Date Business Day and no additional dividends shall be accrue as a Dividend Record Date whether or not result of such day is a Business Daypostponement. Holders of Designated the Series G Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated the Series G Preferred Stock as specified in this Section 3 2(bbb) (subject to the other provisions of the Certificate of Designations). Subject to the foregoing and to Section 3(b), and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of the Series G Preferred Stock shall not be entitled to participate in any such dividends.

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors Directors, or any duly authorized committee of the Board of Directorsthereof, but only out of assets legally available therefor, (i) cumulative cash dividends with respect to each Dividend Period (as defined below) at a an annual rate per annum share equal to the Applicable Dividend Rate on (i) 7% of the Liquidation Amount per share of Designated Preferred Stock and Preference, which may only be paid in cash (the “Cash Dividends”), plus (ii) additional cumulative dividends with respect to each Dividend Period at an annual rate per share equal to 8% of the amount of accrued and unpaid dividends Liquidation Preference, which may be paid in cash or, if not so paid, will be added to the Liquidation Preference (the “PIK Dividends” and, together with the Cash Dividends, the “Dividends”); provided, however, that for any prior period beginning on or after June 1, 2009, the Dividends shall consist entirely of cumulative cash dividends, which shall also be referred to as “Cash Dividends”, with respect to each Dividend Period on during such Fixed Conversion Rate Period at an annual rate per share equal to 12% of Designated Preferred Stockthe Liquidation Preference, if anywhich may only be paid in cash (each such applicable rate, a “Dividend Rate”). Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and Dividends shall be payable quarterly in arrears on each Dividend Payment DateJanuary 1, April 1, July 1 and October 1, commencing with on the first such Dividend Payment Date to occur at least 20 day occurring after a full calendar days after quarter has elapsed since the Original Issue Date. In the event that ; provided, however, if any Dividend Payment Date would otherwise fall on a such day that is not a Business Day, the dividend then payment due of any Dividend otherwise payable on that date will be postponed to made on the next succeeding day that is a Business Day and no additional dividends will accrue as Day, without any interest or other payment in respect of such delay (each such day on which Dividends are payable, a result of that postponement“Dividend Payment Date”). The period from and including any Dividend Payment Date (or, prior to the first Dividend Payment Date, from and including the date of issuance of the Convertible Preferred Stock) to, but excluding, the next Dividend Payment Date is a “Dividend Period”.” Dividends on each share of Convertible Preferred Stock will accrue daily and be cumulative from the date such share of Convertible Preferred Stock is issued, provided that the initial shall compound quarterly, and shall be payable for each full Dividend Period shall be in equal quarterly installments; provided, however, that for the period Dividend Period from and including the Original Issue Date to, but excluding, and ending on the next day that is immediately prior to the first Dividend Payment Date. , Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall will be computed on the basis described in the last sentence of a 360-day year consisting of twelve 30-day monthsthis Section 4(a) as being applicable to such Dividend Period. The amount record date for payment of dividends payable on Designated the Convertible Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register fifteenth day of the Issuer on the applicable record date, which shall be the 15th calendar day month immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such relevant Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date , whether or not such day is a Business Day. Holders The amount of Designated dividends payable will be computed on the basis of a 360 day year of twelve 30-day months, and for any period of less than a month, actual days elapsed over a 30-day month. If the Company fails to pay a full Cash Dividend on the Convertible Preferred Stock, then the Cash Dividends and the PIK Dividends on the Convertible Preferred Stock shall not be entitled continue to any dividendsaccrue and cumulate at their respective Dividend Rates and, whether payable commencing on the day after such failure to pay occurs, the Convertible Preferred Stock shall, in cashaddition, securities or other property, other than accrue and cumulate additional dividends (if any“Additional Dividends”) at an annual rate equal to 3.0%, compounded quarterly, on the aggregate accrued amount of any such unpaid Dividends (such aggregate accrued amount of all such unpaid Cash Dividends being referred to herein as the “Past Due Dividends”) with the amount of such Additional Dividend accrual being added to the Liquidation Preference up to and including the date that all such Past Due Dividends shall have been declared and payable on Designated Preferred Stock as specified paid in this Section 3 (subject to the other provisions of the Certificate of Designations)full.

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, UST # 205 commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of DesignationsDetermination).

Rate. Holders of Designated the Series A Preferred Stock shall be entitled to receive, on each share of Designated Series A Preferred Stock ifStock, when, as and when if declared by the Board of Directors or any duly authorized committee of the Board of DirectorsBoard, but only out of assets funds legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below1) at a rate per annum in an amount equal to the Applicable Dividend Rate on the then applicable Liquidation Preference and (2) in the event a cash dividend or other distribution in cash has been declared on the Common Stock during such Dividend Period, an additional amount in cash equal to the product of (A) the quotient of (i) the Liquidation Amount per share of Designated Preferred Stock and Preference in effect on the Record Date for such dividend or other distribution divided by (ii) the Conversion Price in effect on the Record Date for such dividend or other distribution, multiplied by (B) the cash amount per share distributed or to be distributed in respect of accrued the Common Stock. Dividends payable at the Dividend Rate on the then applicable Liquidation Preference shall accrue daily and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until whether or not the first Dividend Payment Date Company has funds legally available for such other dividends has passed without or such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Dateare declared. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Series A Preferred Stock on any Dividend Payment Date will shall be payable to holders of record of Designated the Series A Preferred Stock as they appear on the stock register of the Issuer Company on the applicable record datedate for such dividend, which record date shall be the 15th calendar day immediately preceding such date that is 15 days prior to the applicable Dividend Payment Date or such other Date; provided, that dividends on account of arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the holders of record of the Series A Preferred Stock on any date as may be fixed by the Board of Directors or any duly authorized committee of the Board of Directors that Board, which date is not more than 60 nor less than 10 30 days prior to the payment of such dividends. Notwithstanding anything to the contrary set forth above, unless and until such dividends are declared by the Board, there shall be no obligation to pay such dividends; provided, however, that such dividends shall compound on each Dividend Payment Date (each, a “Dividend Record Date”). Any if not otherwise paid in cash on such day that is a Dividend Record Date date and shall be a added to the then applicable Liquidation Preference. Dividends payable at the Dividend Record Date whether or not such day is a Business Day. Holders of Designated Rate on the Series A Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared computed on the basis of a 365-day year and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions actual number of the Certificate of Designations)days elapsed.

Rate. Holders Subject to the rights of Designated holders of any class or series of capital stock of the Corporation ranking senior to the Series C Preferred Stock with respect to dividends, Holders shall be entitled to receive, on each share of Designated Preferred Stock ifwhen, as and when if declared by the Board of Directors (or any duly an authorized committee thereof) out of funds of the Board of Directors, but only out of assets Corporation legally available thereforfor payment, cumulative cash dividends with respect to each Dividend Period (as defined below) at a the rate per annum equal to the Applicable Dividend Rate of 4.200% on (i) the Liquidation Amount Preference per share of Designated the Series C Preferred Stock. Declared dividends on the Series C Preferred Stock will be payable in arrears on January 15, April 15, July 15 and October 15 of each year, commencing on October 15, 2021 (ii) each, a “Dividend Payment Date”). Dividends on the amount Series C Preferred Stock shall accumulate daily from and including the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Initial Issue Date (or such other date as may be set forth in the certificate evidencing the relevant shares of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Series C Preferred Stock, if any) without regard to whether funds are legally available for the declaration or payment of such dividends. Such Declared dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such relevant Dividend Payment Date to occur Holders as they appear on the Corporation’s stock register at least 20 calendar days after the Original Issue close of business on the immediately preceding January 1, April 1, July 1 or October 1, as applicable (each, a “Record Date”). In the event that any These Record Dates shall apply regardless of whether a particular Record Date is a Business Day. If a Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due of declared dividends shall be made on that date will be postponed to the next day that is a succeeding Business Day and no Day, without any interest, additional dividends, or other payment in lieu of interest or additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Dateaccumulating with respect to this delay. Dividends that are accumulating or payable on Designated the Series C Preferred Stock in respect of for any Dividend Period (or portion thereof) shall be computed calculated on the basis of a 360-day year consisting of twelve 30-day months. The amount Accumulations of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register shares of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Series C Preferred Stock shall not bear interest or dividends on such accumulated amount. No dividend shall be entitled declared or paid on, or any sum of cash set aside for the payment of dividends on, any outstanding shares of Series C Preferred Stock with respect to any dividends, whether payable in cash, securities or other property, other than Dividend Period unless all dividends (if any) for all preceding Dividend Periods have been declared and payable on Designated paid on, or a sufficient sum of cash has been set aside for the payment of such dividends on, all outstanding shares of Series C Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations)Stock.

Rate. Holders of Designated Series C Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock ifwhen, as and when if declared by the Board of Directors (or any duly authorized committee of the Board of Directors, but only ) out of assets funds legally available thereforfor the payment of dividends under Pennsylvania law, non-cumulative cash dividends with respect to each Dividend Period (at the rate determined as defined below) at a rate per annum equal set forth below in this Section 4 applied to the Applicable Dividend Rate on (i) the Liquidation Amount liquidation preference amount of $1,000 per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if anySeries C Preferred. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears (as provided below in this Section 4(a)), but only when, as and if declared by the Board of Directors (or any duly authorized committee of the Board of Directors), on March 1, June 1, September 1 and December 1 of each year (each a “Dividend Payment Date, commencing with the first ”); provided that if any such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall occur on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any such Dividend Payment Date to, but excluding, the next shall instead be (and any dividend payable on Series C Preferred on such Dividend Payment Date is a “Dividend Period”shall instead be payable on) the immediately succeeding Business Day. Dividends on Series C Preferred shall not be cumulative; holders of Series C Preferred shall not be entitled to receive any dividends not declared by the Board of Directors (or any duly authorized committee of the Board of Directors) and no interest, provided that the initial Dividend Period or sum of money in lieu of interest, shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Datepayable in respect of any dividend not so declared. Dividends that are payable on Designated Series C Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Series C Preferred Stock as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding before such Dividend Payment Date or such other record date fixed by the Board of Directors or any the Committee (or another duly authorized committee of the Board of Directors Directors) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date (other than the initial Dividend Period, which shall commence on and include the date of original issue of the Series C Preferred) and shall end on and include the calendar day next preceding the next Dividend Payment Date. Dividends payable on the Series C Preferred in respect of a Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months (other than the initial Dividend Period, which shall be computed on the basis of a 360-day year and the actual number of days elapsed in such Dividend Period). Dividends payable in respect of a Dividend Period shall be payable in arrears - i.e., on the first Dividend Payment Date after such Dividend Period. The dividend rate on the Series C Preferred, for each Dividend Period, shall be (i) 3.72% until the Dividend Payment Date of December 1, 2017, and (ii) thereafter, 4.65% until the Dividend Payment Date of December 1, 2018, and (iii) thereafter, 5.58% until the Dividend Payment Date of December 1, 2019, and (iv) thereafter, 6.51% until the Dividend Payment Date of December 1, 2020, and (v) thereafter, 7.44% until the Dividend Payment Date of December 1, 2021, and (vi) thereafter, 8.37%. Holders of Designated Series C Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated the Series C Preferred Stock as specified in this Section 3 4 (subject to the other provisions of the this Certificate of Designations).

Rate. Holders of Designated Preferred Stock shares of Series C shall be entitled to receive, on each share of Designated Preferred Stock ifonly when, as and when if declared by the Board of Directors or any a duly authorized committee thereof out of funds of the Board of Directors, but only out of assets Corporation legally available thereforfor payment, non-cumulative cash dividends with respect to each Dividend Period (as defined below) on the liquidation preference of $1,000 per share at a rate per annum equal to 10%. Declared dividends on the Applicable Series C shall be payable from and including the date of initial issuance (in the case of the initial Dividend Rate on (iPeriod) or the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent immediately preceding Dividend Payment Date (i.e.in the case of Dividend Periods other than the initial Dividend Period), no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly quarterly, in arrears arrears, on each January 15, April 15, July 15 and October 15, commencing on January 15, 2009 (each such date a “Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date”). In the event that If any Dividend Payment Date date on which dividends would otherwise fall on a day that is be payable shall not be a Business DayDay (as defined below), then the dividend date of payment due of dividends need not be made on that date will such date, but such payment of dividends may be postponed to made on the next succeeding day that is a Business Day with the same force and effect as if made on the Dividend Payment Date, and no additional dividends will shall be payable nor shall interest accrue as a result of that postponement. The period on the amount payable from and including any after such Dividend Payment Date to, but excluding, to the next succeeding Business Day. “Business Day” means any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions generally are authorized or obligated by law or executive order to be closed. Dividends on the Series C shall not be cumulative; Holders of Series C shall not be entitled to receive any dividends not declared by the Board of Directors or a duly authorized committee thereof and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared. Accordingly, if the Board of Directors (or a duly authorized committee thereof) does not declare a dividend on the Series C payable in respect of any Dividend Period before the related Dividend Payment Date, such dividend will not accrue and the Corporation will have no obligation to pay a dividend for that Dividend Period on that Dividend Payment Date is a “or at any future time, whether or not dividends on the Series C are declared for any future Dividend Period”, provided that the initial Dividend Period . Declared and unpaid dividends shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Datenot bear interest. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock Series C on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock Series C as they appear on the stock register of the Issuer Corporation on the applicable record dateDividend Record Date, which shall be the 15th calendar day immediately preceding before such Dividend Payment Date or such other record date fixed by the Board of Directors or any a duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

Rate. Holders of Designated the Series D Preferred Stock shall be entitled to receive, on each share of Designated the Series D Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated the Series D Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated the Series D Preferred Stock, if any. Such dividends Dividends shall begin to accrue and be cumulative from the Original Issue Date, Closing Date and shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) ), in each case whether or not declared, and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue DateMay 15, 2011. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, ,” provided that the initial Dividend Period shall be the period from and including the Original Issue Closing Date to, but excluding, the next Dividend Payment DateMay 15, 2011. Dividends that are payable on Designated the Series D Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated the Series D Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated the Series D Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated the Series D Preferred Stock as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated the Series D Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated the Series D Preferred Stock as specified in this Section 3 (subject to the other provisions of the this Certificate of DesignationsDesignation).

Rate. Holders of Designated Preferred Stock Series A shall be entitled to receive, on each share of Designated Preferred Stock ifSeries A, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets funds legally available thereforfor the payment of dividends under New York law, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate rate of 10% on (i) the Liquidation Amount amount of $100,000 per share of Designated Preferred Stock Series A and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred StockSeries A, if anyany (giving effect to (A) any dividends paid through the Dividend Payment Date (as defined below) that begins such Dividend Period (other than the initial Dividend Period) and (B) any dividends (including dividends thereon at a per annum rate of 10% to the date of payment) paid during such Dividend Period). Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears (as provided below in this Section [4(a)]), but only when, as and if declared by the Board of Directors (or a duly authorized committee of the Board of Directors) on each January 15, April 15, July 15, and October 15 (each, a “Dividend Payment Date”), commencing with the first on January 15, 2009; provided that if any such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall occur on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any such Dividend Payment Date to, but excluding, the next shall instead be (and any dividend payable on Series A on such Dividend Payment Date is a “Dividend Period”, provided that shall instead be payable on) the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Dateimmediately succeeding Business Day. Dividends that are payable on Designated Preferred Stock the Series A in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock the Series A on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock Series A on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock Series A as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding before such Dividend Payment Date (as originally scheduled) or such other record date fixed by the Board of Directors or any the Committee (or another duly authorized committee of the Board of Directors Directors) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date (other than the initial Dividend Period, which shall commence on and include the Original Issue Date of the Series A) and shall end on and include the calendar day next preceding the next Dividend Payment Date. Dividends payable in respect of a Dividend Period shall be payable in arrears on the first Dividend Payment Date after such Dividend Period. Holders of Designated Preferred Stock Series A shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock the Series A as specified in this Section 3 [4] (subject to the other provisions of the this Certificate of DesignationsAmendment).

Rate. Holders of Designated the Series F Preferred Stock shall be entitled to receive, on each share of Designated the Series F Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, non-cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the applicable Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Series F Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears arrears, but only if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will shall be payable nor shall interest accrue on the amount payable as a result of that postponement. The period from and including any Dividend Payment Record Date to, but excluding, the next Dividend Payment Record Date is a “Dividend Period”” (it being understood that the Dividend Period will commence on the immediately preceding Dividend Record Date relating to the immediately preceding Dividend Payment Date or, if no dividend has been paid for the prior Dividend Period, the 15th calendar day immediately prior to the immediately preceding Dividend Payment Date); provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Record Date. Dividends that are payable on Designated Series F Preferred Stock in respect of any Dividend Period shall be computed on a daily basis on the basis of a 360-Liquidation Amount that is in effect on such day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over at a 30-day monthrate per annum equal to the Applicable Dividend Rate. Dividends that are payable on Designated Series F Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated the Series F Preferred Stock as they appear on the stock register of the Issuer Company on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Dividends on the Series F Preferred Stock shall not be cumulative. Holders of Designated Series F Preferred Stock shall not be entitled to receive any dividends not declared by the Board of Directors or any duly authorized committee of the Board of Directors, and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared. If the Board of Directors does not declare a dividend on the Series F Preferred Stock to be payable in respect of any Dividend Period before the related Dividend Payment Date, such dividend will not accrue and the Company will have no obligation to pay a dividend for that Dividend Period on the Dividend Payment Date or at any future time, whether or not dividends on the Series F Preferred Stock are declared for any future Dividend Period. Holders of the Series F Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated the Series F Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

Rate. Holders of Designated the Series E Preferred Stock shall be entitled to receive, on each share of Designated the Series E Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, non-cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Series E Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears arrears, but only if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will shall be payable nor shall interest accrue on the amount payable as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, ; provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Series E Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Series E Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Series E Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated the Series E Preferred Stock as they appear on the stock register of the Issuer Company on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Dividends on the Series E Preferred Stock shall not be cumulative. Holders of Designated Series E Preferred Stock shall not be entitled to receive any dividends not declared by the Board of Directors or any duly authorized committee of the Board of Directors, and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared. If the Board of Directors does not declare a dividend on the Series E Preferred Stock to be payable in respect of any Dividend Period before the related Dividend Payment Date, such dividend will not accrue and the Company will have no obligation to pay a dividend for that Dividend Period on the Dividend Payment Date or at any future time, whether or not dividends on the Series E Preferred Stock are declared for any future Dividend Period. Holders of the Series E Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated the Series E Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets funds legally available therefor, cumulative cash dividends (subject to Section 6(e) below) with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will shall be postponed to the next day that is a Business Day and no additional dividends will shall accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “"Dividend Period”", provided that providedthat the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Annex B-10 Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will shall be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “"Dividend Record Date”"). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

Rate. Holders Subject to the rights of Designated holders of any class of capital stock ranking senior to the Mandatory Convertible Preferred Stock with respect to dividends, including the Serial Preferred Stock, Holders shall be entitled to receive, on each share of Designated Preferred Stock ifwhen, as and when if declared by the Board of Directors or any duly authorized committee out of funds of the Board of Directors, but only out of assets Corporation legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a the rate per annum equal to the Applicable Dividend Rate of 5.375% on (i) the Liquidation Amount Preference per share of Designated Mandatory Convertible Preferred Stock (the “Dividend Rate”) (equivalent to $26.8750 per annum per share), payable in cash, by delivery of Common Shares or by delivery of any combination of cash and Common Shares, as determined by the Corporation in its sole discretion, in accordance with the provisions set forth in Section 3(c)(i) (ii) subject to the amount of accrued and unpaid limitations described herein). Declared dividends for any prior Dividend Period on such share of Designated the Mandatory Convertible Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and Stock shall be payable quarterly in arrears on each Dividend Payment Date at such annual rate, and dividends shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Initial Issue Date, commencing with whether or not in any Dividend Period or Dividend Periods there have been funds legally available for the first payment of such dividends. Declared dividends shall be payable on the relevant Dividend Payment Date to occur at least 20 calendar days Record Holders on the immediately preceding Record Date, whether or not the shares of Mandatory Convertible Preferred Stock held by such Record Holders on such Record Date are converted after such Record Date and on or prior to the Original Issue immediately succeeding Dividend Payment Date. In the event that any If a Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due shall be made on that date will be postponed to the next day that is a succeeding Business Day and no additional dividends will accrue as a result Day, without any interest or other payment in lieu of that postponementinterest accruing with respect to this delay. The period from and including any amount of dividends payable on each share of Mandatory Convertible Preferred Stock for each full Dividend Payment Date to, but excluding, Period (after the next Dividend Payment Date is a “initial Dividend Period”, provided that ) shall be computed by dividing the Dividend Rate by four. Dividends payable on the Mandatory Convertible Preferred Stock for the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any partial Dividend Period shall be computed on based upon the basis actual number of days elapsed during such period over a 360-day year (consisting of twelve 30-day months). The amount Accumulated dividends shall not bear interest. No dividend shall be declared or paid upon, or any sum or number of Common Shares set apart for the payment of dividends payable on Designated upon, any outstanding shares of Mandatory Convertible Preferred Stock with respect to any Dividend Period unless all dividends for all preceding Dividend Periods have been declared and paid upon, or a sufficient sum or number of Common Shares have been set apart for the payment of such dividends upon, all outstanding shares of Mandatory Convertible Preferred Stock. Holders shall not be entitled to any dividends on the Mandatory Convertible Preferred Stock, whether payable in cash, property or Common Shares, in excess of full cumulative dividends. Except as described in this Section 3(a), dividends on any date prior shares of Mandatory Convertible Preferred Stock converted to the end of a Dividend Period, and for the initial Dividend Period, Common Shares shall be computed cease to accumulate on the basis of a 360-day year consisting of twelve 30-day monthsMandatory Conversion Date, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Fundamental Change Conversion Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Early Conversion Date (each, a “Dividend Record Conversion Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations)applicable.

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors Directors, or any duly authorized committee of the Board of Directorsthereof, but only out of assets legally available therefor, (i) cumulative cash dividends with respect to each Dividend Period (as defined below) at a an annual rate per annum share equal to the Applicable Dividend Rate on (i) 7% of the Liquidation Amount per share of Designated Preferred Stock and Preference, which may only be paid in cash (the “Cash Dividends”), plus (ii) the amount of accrued and unpaid additional cumulative dividends for any prior with respect to each Dividend Period on such at an annual rate per share equal to 8% of Designated Preferred Stockthe Liquidation Preference, which may be paid in cash or, if anynot so paid, will be added to the Liquidation Preference (the “PIK Dividends”, and together with the Cash Dividends, the “Dividends”) (each such applicable rate, a “Dividend Rate”). Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and Dividends shall be payable quarterly in arrears on each Dividend Payment DateJanuary 1, April 1, July 1 and October 1, commencing with on the first such Dividend Payment Date to occur at least 20 day occurring after a full calendar days after quarter has elapsed since the Original Issue Date. In the event that ; provided, however, if any Dividend Payment Date would otherwise fall on a such day that is not a Business Day, the dividend then payment due of any Dividend otherwise payable on that date will be postponed to made on the next succeeding day that is a Business Day and no additional dividends will accrue as Day, without any interest or other payment in respect of such delay (each such day on which Dividends are payable, a result of that postponement“Dividend Payment Date”). The period from and including any Dividend Payment Date (or, prior to the first Dividend Payment Date, from and including the date of issuance of the Perpetual Preferred Stock) to, but excluding, the next Dividend Payment Date is a “Dividend Period”.” Dividends on each share of Perpetual Preferred Stock will accrue daily and be cumulative from the date such share of Perpetual Preferred Stock is issued, provided that the initial shall compound quarterly, and shall be payable for each full Dividend Period shall be in equal quarterly installments; provided, however, that for the period Dividend Period from and including the Original Issue Date to, but excluding, and ending on the next day that is immediately prior to the first Dividend Payment Date. , Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall will be computed on the basis described in the last sentence of a 360-day year consisting of twelve 30-day monthsthis Section 4(a) as being applicable to such Dividend Period. The amount record date for payment of dividends payable on Designated the Perpetual Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register fifteenth day of the Issuer on the applicable record date, which shall be the 15th calendar day month immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such relevant Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date , whether or not such day is a Business Day. Holders The amount of Designated dividends payable will be computed on the basis of a 360 day year of twelve 30-day months, and for any period of less than a month, actual days elapsed over a 30-day month. If the Company fails to pay a full Cash Dividend on the Perpetual Preferred Stock, then the Cash Dividends and the PIK Dividends on the Perpetual Preferred Stock shall not be entitled continue to any dividendsaccrue and cumulate at their respective Dividend Rates and, whether payable commencing on the day after such failure to pay occurs, the Perpetual Preferred Stock shall, in cashaddition, securities or other property, other than accrue and cumulate additional dividends (if any“Additional Dividends”) at an annual rate equal to 3.0%, compounded quarterly, on the aggregate accrued amount of any such unpaid Cash Dividends (such aggregate accrued amount of all such unpaid Cash Dividends being referred to herein as the “Past Due Dividends”) with the amount of such Additional Dividend accrual being added to the Liquidation Preference up to and including the date that all such Past Due Dividends shall have been declared and payable on Designated Preferred Stock as specified paid in this Section 3 (subject to the other provisions of the Certificate of Designations)full.

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of DesignationsIncorporation).

Rate. Holders of Designated Series A Preferred Stock shall be entitled to receive, on each share of Designated Series A Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate four percent on (i) the Liquidation Amount per share of Designated Series A Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Series A Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided provided, that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Series A Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 12 30-day months. The amount of dividends payable on Designated Series A Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 12 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Series A Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Series A Preferred Stock as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Series A Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Series A Preferred Stock as specified in this Section 3 5 (subject to the other provisions of the this Certificate of DesignationsDesignation).

Rate. Holders Subject to the rights of Designated holders of any class or series of Senior Stock, preferential cumulative dividends on the Series A Preferred Stock (the “Preferential Dividends”) shall be entitled to receiveaccumulate daily in arrears, on each share of Designated Preferred Stock if, as and when whether or not earned or declared by the Board of Directors or any duly authorized committee prohibited by law, at the Preferential Dividend Rate. Additionally, the holders of the Board of Directors, but only out of assets legally available therefor, cumulative Series A Convertible Preferred Stock shall receive any cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal that are paid to the Applicable holders of the Common Stock in excess of the Common Stock Dividend Rate on (i) Amount to the Liquidation Amount per share of Designated same extent as if such Holders had converted the Series A Convertible Preferred Stock into Class A Common Stock and had held such shares of Class A Common Stock on the applicable record date (ii) the amount of accrued and unpaid “Participating Dividends”). If declared, dividends for any prior Dividend Period on such share of Designated the Series A Convertible Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and Stock shall be payable in cash (other than a PIK Dividend, as described below) quarterly in arrears on each Dividend Payment Date at such annual rate, and dividends shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Initial Issue Date, commencing with whether or not in any Dividend Period or Dividend Periods there have been funds legally available. If declared, dividends shall be payable on the first such relevant Dividend Payment Date to occur at least 20 calendar days after Record Holders on the Original Issue immediately preceding Regular Record Date, to the extent that such shares of Series A Convertible Preferred Stock remain outstanding on the applicable Dividend Payment Date; provided that the Regular Record Date for any such dividend shall not precede the date on which such dividend was so declared. In the event that any If a Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due shall be made on that date will be postponed to the next day that is a succeeding Business Day and no additional dividends will accrue as a result Day, without any interest or other payment in lieu of that postponementinterest accruing with respect to this delay. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. amount of Preferential Dividends that are payable on Designated each share of Series A Convertible Preferred Stock in respect of any for each Dividend Period shall be computed on based upon the basis actual number of days elapsed during such period over a 360-day year (consisting of twelve 30-day months). The amount of dividends payable on Designated Preferred Stock on In the event that the Corporation does not declare and pay any date prior to Preferential Dividends in cash as described above, the end of a Dividend Period, and for the initial Dividend Period, Corporation shall be computed instead pay such Preferential Dividends on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any applicable Dividend Payment Date will be payable to holders by increasing the Fixed Liquidation Preference of record of Designated the Series A Convertible Preferred Stock as they appear at the PIK Rate, on the stock register of the Issuer a compounding basis, on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (eachthe “PIK Dividends” and, a together with the Preferential Dividends and the Participating Dividends, the “Dividend Record DatePreferred Dividends”). Any ; provided that the Corporation shall only be permitted to elect to pay PIK Dividends for a maximum of two Dividend Periods for so long as any shares of Series A Convertible Preferred Stock or Series A Convertible Preferred Stock remain outstanding; provided further that the Corporation shall provide written notice to the Holders of such day that is a Dividend PIK Dividends at least 15 days prior to the Record Date for the applicable Dividend Payment Date. At any time following a PIK Dividend, the Corporation may elect to pay an additional cash dividend to the holders of the Series A Convertible Preferred Stock in an amount equal to or less than the amount of such PIK Dividend and, upon any such cash dividend, the Fixed Liquidation Preference of the Series A Convertible Preferred Stock shall be a Dividend Record Date whether or not reduced by an amount equal to such day is a Business Day. Holders cash dividend; provided that the Fixed Liquidation Preference of Designated the Series A Convertible Preferred Stock shall not be reduced to less than $1,000 per share; provided, further, that such payment of an additional dividend shall not reduce the number of elections that have been exercised by the Corporation to pay PIK Dividends. No dividend shall be paid on any Junior Stock of the Corporation unless and until all Preferred Dividends (including any PIK Dividends) for all preceding Dividend Periods have been declared and paid in full in cash (to the extent permitted by the immediately preceding paragraph) for all outstanding shares of Series A Convertible Preferred Stock. Other than Participating Dividends, Holders shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Series A Convertible Preferred Stock as specified in this Section 3 (subject excess of full cumulative dividends. Dividends on shares of Series A Convertible Preferred Stock converted to Common Stock shall cease to accumulate, and all other rights of Holders will terminate, from and after the other provisions of the Certificate of Designations)applicable Conversion Date.

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-30- day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of DesignationsDetermination).

Rate. Holders The holders of Designated Preferred Stock Series A shall be entitled to receive, on each share of Designated Preferred Stock ifSeries A, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets funds legally available thereforfor the payment of dividends under Montana law, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to rate of 10% on the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if anyAccrued Principal Amount. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) ), and shall be payable quarterly in arrears (as provided in this Section 4(a)). On any Dividend Payment Date during the period commencing on the Original Issue Date and ending on March 31, 2015, the Corporation may, instead of paying any dividends then due on shares of Series A to the holders of Series A in cash (such amount, the “Accrued and Unpaid Dividend Amount”), issue to each such holder (i) a number of additional shares of Series A equal to (A) the Accrued and Unpaid Dividend Amount due to such holder divided by (B) $100.00 and (ii) an additional Warrant (each, a “PIK Warrant”) exercisable for a number of shares of Common Stock equal to (A) the Accrued and Unpaid Dividend Amount due to such holder divided by (B) the Weighted Average Price as of such Dividend Payment Date; provided, however, that the Corporation may not issue such additional shares of Series A or such PIK Warrants, and shall pay such Accrued and Unpaid Dividend Amount in cash, unless and until the Corporation first obtains Shareholder Approval. Thereafter, the Board of Directors shall declare dividends, payable on each Dividend Payment Date, commencing with subject only to the first legal availability of funds for declaration and payment thereof. If any such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall occur on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any such Dividend Payment Date to, but excluding, the next shall instead be (and any dividend payable on Series A on such Dividend Payment Date is a “Dividend Period”, provided that shall instead be payable on) the initial Dividend Period shall be immediately succeeding Business Day with the period from same force and including the Original Issue Date to, but excluding, the next effect as if made on such Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, Series A shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and with respect to any date of determination that is not a Dividend Payment Date, actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock Series A on any Dividend Payment Date will shall be payable to the holders of record of Designated Preferred Stock Series A as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th fifteenth (15th) calendar day immediately preceding before such Dividend Payment Date (as originally scheduled) or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 sixty (60) days nor less than 10 ten (10) days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders Each dividend period (a “Dividend Period”) shall commence on the calendar day immediately following a Dividend Payment Date (other than the initial Dividend Period, which shall commence on and include the Original Issue Date of Designated Preferred Stock Series A) and shall not be entitled to any dividends, whether end on and include the next Dividend Payment Date. Dividends payable in cash, securities or other property, other than dividends (if any) declared and respect of a Dividend Period shall be payable in arrears on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations)Dividend Payment Date ending such Dividend Period.

Rate. Holders of Designated Series C Preferred Stock shall be entitled to receive, receive on each share of Designated issued and outstanding Series C Preferred Stock ifStock, as and when declared by to the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets extent funds are legally available thereforfor the payment of dividends under Nebraska law, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to rate of eight percent (8%) of the Applicable Dividend Rate on Series C Liquidation Preference (ias defined below) the Liquidation Amount per share of Designated Series C Preferred Stock (the “Accruing Dividends”). Such Accruing Dividends shall accrue from day to day, whether or not declared, and (iishall be cumulative; provided, however, that, except as set forth upon liquidation, dissolution or winding up in Article III(A) and upon redemption in Article IV(A), such Accruing Dividends shall be payable as provided below only when, as, and if declared by the amount of accrued and unpaid dividends for any prior Dividend Period on Board, such share of Designated Preferred Stockthat, if anythe Board does not declare and pay all or any portion of the Accruing Dividends, any accrued but unpaid Accruing Dividends shall continue to accrue and remain an obligation of the Corporation. Such dividends Accruing Dividends shall begin to accrue and be cumulative from [______], 2018 (the “Original Series C Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date”) and shall be payable quarterly in arrears in cash semiannually (as provided below in this Article II) on each March 30th and September 30th (each, a “Dividend Payment Date”), commencing with the first on September 30, 2018; provided, that if any such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall occur on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any such Dividend Payment Date toshall instead be the immediately succeeding Business Day; provided, but excludingfurther, that the next amount of such payment of Accruing Dividends shall not be increased above the payment that would have been due if the Dividend Payment Date is had occurred on a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment DateBusiness Day. Accruing Dividends that are payable on Designated the Series C Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve (12) 30-day months. The amount of dividends Accruing Dividends payable on Designated the Series C Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve (12) 30-day months, and actual days elapsed over a 30-day month. Accruing Dividends that are payable on Designated the Series C Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Series C Preferred Stock as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding before such Dividend Payment Date (as originally scheduled) or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date, whether or not such day is a Business Day (other than an initial Dividend Period, which shall commence on and include the Original Series C Issue Date) and shall end on and include the calendar day next preceding the next Dividend Payment Date. Accruing Dividends payable in respect of a Dividend Period shall be payable in arrears on the first Dividend Payment Date after such Dividend Period. Holders of Designated Series C Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated the Series C Preferred Stock as specified in this Section 3 Article II (subject to the other provisions of the Certificate of DesignationsArticles).

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a UST Seq. No. 381 result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

Rate. Holders of Designated Preferred Stock shares of Series D shall be entitled to receive, on each share of Designated Preferred Stock ifonly when, as and when if declared by the Board of Directors or any a duly authorized committee thereof out of funds of the Board of Directors, but only out of assets Corporation legally available thereforfor payment, non-cumulative cash dividends with respect to each Dividend Period (as defined below) on the liquidation preference of $1,000 per share at a rate per annum equal to 10%. Declared dividends on the Applicable Series D shall be payable from and including the date (the “Dividend Rate on (iAccrual Date”) that is the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue as such term is defined in the Amended Certificate of Designations of Preferences and Rights (the “Series B CoD”) of the Corporation’s 10% Series B Non-Cumulative Non-Voting Perpetual Convertible Preferred Stock) immediately preceding the Issue Date; provided that if the Issue Date occurs after a Dividend Record Date (as defined in the Series B CoD) and on other dividends unless and until or prior to the first immediately succeeding Dividend Payment Date for (as defined in the Series B CoD), the “Dividend Accrual Date” shall be such other immediately succeeding Dividend Payment Date. Declared dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly quarterly, in arrears arrears, on each January 15, April 15, July 15 and October 15 (each such date a “Dividend Payment Date”), commencing with on the first such date after the Issue Date, unless the Issue Date occurs after a Dividend Record Date (as defined in the Series B CoD) and on or prior to the immediately succeeding Dividend Payment Date (as defined in the Series B CoD), in which case declared dividends shall be payable, in arrears, commencing on the second such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that If any Dividend Payment Date date on which dividends would otherwise fall on a day that is be payable shall not be a Business DayDay (as defined below), then the dividend date of payment due of dividends need not be made on that date will such date, but such payment of dividends may be postponed to made on the next succeeding day that is a Business Day with the same force and effect as if made on the Dividend Payment Date, and no additional dividends will shall be payable nor shall interest accrue as a result of that postponement. The period on the amount payable from and including any after such Dividend Payment Date to, but excluding, to the next succeeding Business Day. “Business Day” means any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions generally are authorized or obligated by law or executive order to be closed. Dividends on the Series D shall not be cumulative; Holders of Series D shall not be entitled to receive any dividends not declared by the Board of Directors or a duly authorized committee thereof and no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend not so declared. Accordingly, if the Board of Directors (or a duly authorized committee thereof) does not declare a dividend on the Series D payable in respect of any Dividend Period before the related Dividend Payment Date, such dividend will not accrue and the Corporation will have no obligation to pay a dividend for that Dividend Period on that Dividend Payment Date is a “or at any future time, whether or not dividends on the Series D are declared for any future Dividend Period”, provided that the initial Dividend Period . Declared and unpaid dividends shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Datenot bear interest. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock Series D on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock Series D as they appear on the stock register of the Issuer Corporation on the applicable record dateDividend Record Date, which shall be the 15th calendar day immediately preceding before such Dividend Payment Date or such other record date fixed by the Board of Directors or any a duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

Rate. Subject to the rights of holders of any class or series of Partnership Interests ranking senior to the Partnership Convertible Preferred Units with respect to priority of payment of distributions, Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock ifwhen, as and when if declared by the Board General Partner out of Directors or any duly authorized committee funds of the Board of Directors, but only out of assets Partnership legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) distributions at a the rate per annum equal to the Applicable Dividend Rate of 3.00% on (i) the Liquidation Amount Preference per share of Designated Partnership Convertible Preferred Stock and Unit (ii) equivalent to $30.00 per annum per unit (the amount of accrued and unpaid dividends “Distribution Amount”)), payable in cash. No distributions upon the Partnership Convertible Preferred Units shall be authorized by the General Partner or declared by the Partnership or paid or set apart by the Partnership at such times as such authorization, declaration, payment or setting apart for any prior Dividend Period payment shall be restricted or prohibited by law. Declared distributions on such share of Designated the Partnership Convertible Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and Units shall be payable quarterly in arrears on each Dividend Distribution Payment Date at such annual rate, and distributions shall accumulate from the most recent date as to which distributions shall have been paid or, if no distributions have been paid, from the Initial Issue Date, commencing with whether or not in any Distribution Period or Distribution Periods there have been funds legally available for the first payment of such Dividend distributions. Declared distributions shall be payable on the relevant Distribution Payment Date to occur Record Holders at least 20 calendar days the close of business on the immediately preceding Regular Record Date, whether or not the Partnership Convertible Preferred Units held by such Record Holders on such Regular Record Date are converted, redeemed or repurchased after the Original Issue such Regular Record Date. In Partnership Convertible Preferred Units surrendered for Conversion during the event that period from the close of business on any Dividend Regular Record Date to the open of business on the immediately following Distribution Payment Date would otherwise fall must be accompanied by funds equal to the amount of distributions payable on such Distribution Payment Date on the Partnership Convertible Preferred Units so converted if such an amount is due on the corresponding Converted Convertible Share, as determined by the General Partner. If a day that Distribution Payment Date is not a Business Day, payment shall be made on the dividend next succeeding Business Day, without any interest or other payment due in lieu of interest accruing with respect to this delay. The amount of the first distribution payable on that date will each Partnership Convertible Preferred Unit shall be postponed $7.50. Except for the first distribution payment, the amount of distributions payable on each Partnership Convertible Preferred Unit for each full Distribution Period shall be computed by dividing the Distribution Amount by four. Distributions payable on the Partnership Convertible Preferred Units for any partial Distribution Period (except for the first Distribution Period) shall be computed based upon the number of days elapsed during such period over a 360-day year (consisting of twelve 30-day months). Accumulated distributions shall accrue interest per annum at the rate at which distributions accumulate on the Partnership Convertible Preferred Units if they are paid subsequent to the next day that is a Business Day applicable Distribution Payment Date, from, and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend including, such Distribution Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”date on which such distributions shall have been paid by the Partnership, provided that payable in cash out of funds legally available for the initial Dividend Period payment of such amounts. No distribution shall be the period from and including the Original Issue Date todeclared or paid upon, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect or any sum of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and cash set apart for the initial Dividend Periodpayment of distributions upon, shall be computed on any outstanding Partnership Convertible Preferred Units with respect to any Distribution Period unless all distributions for all preceding Distribution Periods have been declared and paid upon, or a sufficient sum of cash has been set apart for the basis payment of a 360-day year consisting of twelve 30-day monthssuch distributions upon, and actual days elapsed over a 30-day month. Dividends that are payable on Designated all outstanding Partnership Convertible Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business DayUnits. Holders of Designated Preferred Stock shall not be entitled to any dividendsdistributions on the Partnership Convertible Preferred Units in excess of full cumulative distributions. Distributions on any Partnership Convertible Preferred Unit shall cease to accumulate on the applicable Conversion Date, whether payable in cashRepurchase Date or Redemption Date, securities or other propertyas applicable, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject for such unit. Notwithstanding anything to the other provisions contrary herein, in no event will the Partnership declare and/or pay any distributions per Partnership Convertible Preferred Unit in excess of the Certificate of Designations)corresponding per share dividend paid on the Convertible Preferred Stock, as determined by the General Partner.

Rate. Holders Subject to the rights of Designated holders of any class or series of capital stock of the Corporation ranking senior to the Mandatory Convertible Preferred Stock with respect to dividends, Holders shall be entitled to receive, on each share of Designated Preferred Stock ifwhen, as and when if declared by the Board of Directors (or any duly an authorized committee thereof) out of funds of the Board of Directors, but only out of assets Corporation legally available thereforfor payment, cumulative cash dividends with respect to each Dividend Period (as defined below) at a the rate per annum equal to the Applicable Dividend Rate of 4.50% on (i) the Liquidation Amount Preference per share of Designated the Mandatory Convertible Preferred Stock (the “Dividend Rate”) (equivalent to $4.50 per annum per share), payable in cash, by delivery of shares of Common Stock or by delivery of any combination of cash and (ii) the amount shares of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Common Stock, if anyas determined by the Corporation in its sole discretion (subject to the limitations described below). Such Declared dividends shall begin to accrue and be cumulative from on the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and Mandatory Convertible Preferred Stock shall be payable quarterly in arrears on each Dividend Payment DateDate at such annual rate, commencing with and dividends shall accumulate from the first most recent date as to which dividends shall have been paid or, if no dividends have been paid, from [ ], whether or not in any Dividend Period or Dividend Periods there have been funds legally available for the payment of such dividends. Declared dividends shall be payable on the relevant Dividend Payment Date to occur at least 20 calendar days Record Holders on the immediately preceding Record Date, whether or not the shares of Mandatory Convertible Preferred Stock held by such Record Holders on such Record Date are converted after such Record Date and on or prior to the Original Issue immediately succeeding Dividend Payment Date. In the event that any If a Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due shall be made on that date will be postponed to the next day that is a succeeding Business Day and no additional dividends will accrue as a result Day, without any interest or other payment in lieu of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in interest accruing with respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day monthsto this delay. The amount of dividends payable on Designated each share of the Mandatory Convertible Preferred Stock on any date prior to the end of a for each Dividend Period, and for the initial Dividend Period, Period shall be computed by dividing the Dividend Rate by four. Dividends payable on the basis Mandatory Convertible Preferred Stock for any period other than a full Dividend Period shall be computed based upon the actual number of days elapsed during such period over a 360-day year (consisting of twelve 12 30-day months, and actual days elapsed over a 30-day month). Dividends that are payable Accumulations of dividends on Designated shares of the Mandatory Convertible Preferred Stock on shall not bear interest. No dividend shall be declared or paid upon, or any sum of cash or number of shares of Common Stock set apart for the payment of dividends upon, any outstanding shares of Mandatory Convertible Preferred Stock with respect to any Dividend Payment Date will be payable to holders Period unless all dividends for all preceding Dividend Periods have been declared and paid upon, or a sufficient sum of record cash or number of Designated shares of Common Stock have been set apart for the payment of such dividends upon, all outstanding shares of Mandatory Convertible Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business DayStock. Holders of Designated Preferred Stock shall not be entitled to any dividendsdividends on the Mandatory Convertible Preferred Stock, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock in excess of full cumulative dividends. Except as specified described in this Section 3 3(a), dividends on Mandatory Convertible Preferred Stock converted to Common Stock shall cease to accumulate on the Mandatory Conversion Date, the Fundamental Change Conversion Date or the Early Conversion Date (subject to the other provisions of the Certificate of Designationseach, a “Conversion Date”), as applicable.

Rate. Holders of Designated the Series A Preferred Stock shall be entitled to receive, on each share of Designated the Series A Preferred Stock Stock, if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated the Series A Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Series A Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) ), and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will shall be payable nor shall interest accrue on the amount payable as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, ; provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date immediately following the Original Issue Date. Dividends that are payable on Designated Series A Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated the Series A Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, months and actual days elapsed over a 30-day month. Dividends that are payable on Designated Series A Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated the Series A Preferred Stock as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated the Series A Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated the Series A Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

Rate. Holders of Designated The Series G Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash accrue dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) of the Liquidation Amount per share of Designated Series G Preferred Stock as of the first day of such Dividend Period; provided, that if the Liquidation Amount of a share of Series G Preferred Stock increases during such Dividend Period as provided in Section 5(a), dividends with respect to such increase shall be calculated for the period from and including the date of such increase to, but excluding, the last day of such Dividend Period; provided further, that if the Liquidation Amount of a share of Series G Preferred Stock decreases during such Dividend Period as provided in Section 5(c) or (ii) e), dividends with respect to the amount of accrued and unpaid dividends such decrease shall cease to accrue as of the date of such decrease. Dividends on the Series G Preferred Stock for any prior period other than a full Dividend Period shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of the dividends per share of Series G Preferred Stock accrued for any Dividend Period shall be added to the Liquidation Amount of such share of Designated Series G Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until Stock as of the first day of the immediately succeeding Dividend Payment Date Period, unless dividends in such amount are declared for such other dividends has passed without such other dividends having been Dividend Period by the Board of Directors out of assets legally available therefor and paid on such date) and shall be payable quarterly in arrears on each cash to the Holders of record as of the Business Day immediately preceding the relevant Dividend Payment Date, commencing Accrual Date in accordance with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponementfollowing paragraph. The period from and including any Dividend Payment Accrual Date to, but excluding, the next Dividend Payment Accrual Date is a “Dividend Period”, ; provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Accrual Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by If the Board of Directors or elect to pay dividends in cash on any duly authorized committee of Dividend Accrual Date, the Company shall provide written notice thereof to the Holders not less than three Business Days prior to such Dividend Accrual Date. If any Dividend Accrual Date on which the Board of Directors determines to pay dividends on the Series G Preferred Stock would otherwise fall on a day that is not more than 60 nor less than 10 days prior to a Business Day, then the dividend payment due on such Dividend Payment Accrual Date (each, a “Dividend Record Date”). Any such shall be postponed to the next day that is a Dividend Record Date Business Day and no additional dividends shall be accrue as a Dividend Record Date whether or not result of such day is a Business Daypostponement. Holders of Designated the Series G Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated the Series G Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations). Subject to the foregoing and to Section 3(b), and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of the Series G Preferred Stock shall not be entitled to participate in any such dividends.

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-30- day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

Rate. Holders Dividends on the Series F Preferred Shares will not be mandatory. Subject to Section 4(c), holders of Designated Series F Preferred Stock Shares shall be entitled to receive, on each share of Designated Preferred Stock ifonly when, as and when if declared by the Board of Directors or any a duly authorized committee of the Board of Directors, but only out of assets legally lawfully available thereforfunds for the payment of dividends under Bermuda law and regulations, non-cumulative cash dividends with respect to each Dividend Period (as defined below) at a the annual rate per annum equal of 5.45% applied to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the liquidation preference amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated US$25,000 per Series F Preferred Stock, if anyShare. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears only when, as and if declared by the Board of Directors or a duly authorized committee of the Board of Directors, on the last day of March, June, September and December of each year (each, a “Dividend Payment Date, commencing with the first ”); provided that if any such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall occur on a day that is not a Business Day, such Dividend Payment Date shall instead be (and any dividend payable on the dividend payment due Series F Preferred Shares on that date will such Dividend Payment Date shall instead be postponed to payable on) the next day that is a immediately succeeding Business Day with the same force and effect as if made on the original Dividend Payment Date, and no additional dividends will shall accrue as a result of that postponementon the amount so payable from such date to such next succeeding Business Day. The period from and including any If declared, the first Dividend Payment Date towill be January 2, but excluding2018. Dividends, the next Dividend Payment Date is a “Dividend Period”if so declared, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Series F Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock Shares on any Dividend Payment Date will be payable to holders of record of Designated Series F Preferred Stock Shares as they appear on the stock share register of the Issuer Company on the applicable record date, which shall be the 15th calendar day March 15, June 15, September 15 and December 15, as applicable, immediately preceding such the applicable Dividend Payment Date or such other record date fixed by the Board of Directors or any a duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Each dividend period (a “Dividend Period”) shall commence on and include a Dividend Payment Date and shall end on and include the calendar day preceding the next Dividend Payment Date, except that (x) the initial Dividend Period for Series F Preferred Shares issued on the Issue Date shall if declared commence on and include the Issue Date, (y) the initial Dividend Period for any Series F Preferred Shares issued after the Issue Date shall commence on and include such date as the Board of Directors or a duly authorized committee of the Board of Directors shall determine and publicly disclose at the time such additional shares are issued; and (z) the final Dividend Period with respect to redeemed or exchanged shares shall end on and include the calendar day preceding the date of redemption or the date of exchange, as applicable. Dividends payable on the Series F Preferred Shares in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months, except that dividends for the initial Dividend Period will be calculated based upon the actual number of calendar days from the Issue Date to the calendar day preceding the first Dividend Payment Date, divided by a 360 day year. Dividends payable in respect of a Dividend Period shall be payable in arrears (i.e., on the first Dividend Payment Date after such Dividend Period). Dividends on the Series F Preferred Shares shall be non-cumulative. Accordingly, if the Board of Directors or a duly authorized committee of the Board of Directors does not declare a dividend on the Series F Preferred Shares payable in respect of any Dividend Period before the related Dividend Payment Date, in full or otherwise, then such undeclared dividends shall not cumulate and will not accrue and will not be payable and the Company shall have no obligation to pay such undeclared dividends for the applicable Dividend Period on the related Dividend Payment Date or at any future time or to pay interest with respect to such dividends, whether or not dividends are declared on Series F Preferred Shares or any other preference shares the Company may issue in the future. Holders of Designated Series F Preferred Stock Shares shall not be entitled to any dividendsdividends or other distributions, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated the Series F Preferred Stock Shares as specified in this Section 3 4 (subject to the other provisions of the this Certificate of Designations).

Rate. Holders of Designated Preferred Stock Series A shall be entitled to receive, on each share of Designated Preferred Stock ifSeries A, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets funds legally available thereforfor the payment of dividends under Delaware law, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal rate of 8% (as such may be adjusted pursuant to this Section 4(a), the Applicable “Dividend Rate Rate”) on (i) the Liquidation Amount amount of $100,000 per share of Designated Preferred Stock Series A and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred StockSeries A, if anyany (giving effect to (A) any dividends paid through the Dividend Payment Date (as defined below) that begins such Dividend Period (other than the initial Dividend Period) and (B) any dividends (including dividends thereon at a per annum rate equal to the Dividend Rate to the date of payment) paid during such Dividend Period); provided that if (x), on any Dividend Payment Date, the holder of record (for such Dividend Payment Date) of a share of Series A shall not have received the full amount of any dividend required to be paid on such share on such Dividend Payment Date pursuant to this Section 4(a), or (y) the Corporation shall not have paid in full the redemption price required to be paid by it pursuant to Section 6, then the Dividend Rate shall automatically be at a per annum rate of 9% (A) in the case of clause (x), with respect to the Dividend Period for which the full amount of any dividend required to be paid on such share on such Dividend Payment Date pursuant to this Section 4(a) was not made and for all Dividend Periods thereafter and (B), in the case of clause (y), from and after the required date of such payment. Such dividends Dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears (as provided below in this Section 4(a)), but only when, as and if declared by the Board of Directors (or a duly authorized committee of the Board of Directors) on each January 15, April 15, July 15 and October 15 (each, a “Dividend Payment Date”), commencing with the first on [___], 20[__]; provided that if any such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall occur on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any such Dividend Payment Date to, but excluding, the next shall instead be (and any dividend payable on Series A on such Dividend Payment Date is a “Dividend Period”, provided that shall instead be payable on) the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Dateimmediately succeeding Business Day. Dividends that are payable on Designated Preferred Stock the Series A in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock the Series A on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock Series A on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock Series A as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding before such Dividend Payment Date (as originally scheduled) or such other record date fixed by the Board of Directors (or any a duly authorized committee of the Board of Directors Directors) that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether Dividends payable on the Series A are payable in cash; provided that regular dividends paid on a Dividend Payment Date may be paid in shares of Common Stock or a combination of cash and shares of Common Stock if (i) at the time of the declaration of such dividend, securities the Corporation shall determine the extent to which such dividend will be paid in shares of Common Stock (and shall not have later revoked or other propertyrevised such determination); and (ii) the Corporation first (A) delivers written notice to each record holder of shares of Series A prior to the record date for such dividend of the amount of the dividend that the Corporation intends to pay in shares of Common Stock, other than dividends and (B) shall have received written confirmation from each holder of shares of Series A that either (1) all applicable Regulatory Approvals required in connection with such holder’s acquisition of such shares of Common Stock upon payment of the dividend amount proposed to be paid in shares of Common Stock have been obtained, or (2) such holder is acquiring such shares of Common Stock in reliance upon an application exemption of the rules promulgated under the HSR Act; provided that if anyany shares of Common Stock to be paid by the Corporation would at the time of such payment be “restricted securities” within the meaning of Rule 144(a)(3) declared of the U.S. Securities Act of 1933, as amended, then the Corporation will make such dividend payment in shares of Common Stock only if resales thereof in the United States are covered by an effective registration statement and payable such shares of Common Stock are listed on Designated Preferred the New York Stock as specified in Exchange or, if the principal stock exchange on which the Common Stock is then listed is the Nasdaq Stock Market, the Nasdaq Stock Market (or, if the Common Stock is then listed on both the New York Stock Exchange and the Nasdaq Stock Market (and such listings were done with the cooperation of the Corporation), both such exchanges). Any shares of Common Stock so issued shall be valued for purposes of this Section 3 (subject to the other provisions 4(a) at 90% of the Certificate average of Designations)the VWAP per Common Share over each of the ten (10) consecutive Trading Days commencing on the Trading Day immediately following the date on which the applicable dividend is declared.

Rate. Holders of Designated Preferred Stock Series E shall be entitled to receive, receive on each share of Designated Preferred Stock ifSeries E, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets funds legally available thereforfor the payment of dividends under Delaware law, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate rate of 14% on (i) the Liquidation Amount per share of Designated Preferred Stock Value thereof and (ii) the amount of all accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if anythereon that have been compounded in accordance with the following sentence. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for of such other dividends has passed without such other dividends having been paid on such date) share and shall be payable quarterly semi-annually in arrears (as provided in this Section 4) and shall, until paid, compound additional dividends semi-annually in arrears on each Dividend Payment DateDate on such Liquidation Value and all accrued but unpaid dividends thereon whether or not declared by the Board. Dividends shall be payable only when, commencing with as and if declared by the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue DateBoard of Directors. In the event that If any Dividend Payment Date would otherwise fall occur on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any such Dividend Payment Date to, but excluding, the next shall instead be (and any dividend payable on Series E on such Dividend Payment Date is a “Dividend Period”, provided that shall instead be payable on) the initial Dividend Period shall be immediately succeeding Business Day with the period from same force and including the Original Issue Date to, but excluding, the next effect as if made on such Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, Series E shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and with respect to any date of determination that is not a Dividend Payment Date, actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock Series E on any Dividend Payment Date will shall be payable to holders of record of Designated Preferred Stock Series E as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is and not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock Each dividend period (a “Dividend Period”) shall not be entitled commence on the calendar day immediately following a Dividend Payment Date (other than the initial Dividend Period with respect to any dividendsshare of Series E, whether which shall commence on and include the Original Issue Date of such share) and shall end on and include the next Dividend Payment Date. Dividends payable in cash, securities or other property, other than dividends (if any) declared and respect of a Dividend Period shall be payable in arrears on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations)Dividend Payment Date ending such Dividend Period.

Rate. Subject to Section 4(b) below, Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to on the Applicable Dividend Rate on (i) the Liquidation Amount liquidation preference of $25.00 per share of Designated Convertible Preferred Stock and (ii) subject to adjustment for stock splits, combinations or reclassifications of the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Convertible Preferred Stock), if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Dateno more, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment DateJanuary 15, commencing with the first April 15, July 15 and October 15; provided, however, that if any such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the then payment of any dividend payment due otherwise payable on that date will be postponed to made on the next succeeding day that is a Business Day, unless that next succeeding day falls in the next calendar year, in which case payment of such dividend will occur on the immediately preceding Business Day and no additional (in either case, without any interest or other payment in respect of such delay) (each such day on which dividends will accrue as are payable, a result of that postponement“Dividend Payment Date”). The period from and including the date of any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period”, ; provided that the initial first Dividend Period hereunder shall be the period from and including the Original Issue Date date of issuance of the Convertible Preferred Stock to, but excludingexcluding January 15, the next Dividend Payment Date2009. Dividends that are payable on Designated each share of Convertible Preferred Stock in respect of any Dividend Period shall be computed will accrue on the liquidation preference of $25.00 per share (subject to adjustment for stock splits, combinations or reclassifications of the Convertible Preferred Stock) at a rate per annum equal to 16.0% with any unpaid dividends accruing on a cumulative basis of a 360-day year consisting of twelve 30-day monthsand compounding quarterly. The amount record date for payment of dividends payable on Designated the Convertible Preferred Stock on any date prior to will be the end 30th day of a Dividend Period, and for the initial Dividend Period, shall be computed on calendar month immediately preceding the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any month during which the Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date falls or such other record date fixed by the Board of Directors or any other duly authorized committee of the Board of Directors thereof that is not more than 60 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall will be a Dividend Record Date whether or not such day is a Business Day. Holders The amount of Designated Preferred Stock shall not dividends payable will be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable computed on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions basis of the Certificate a 360-day year of Designations)twelve 30-day months.

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets funds legally available therefor, cumulative cash dividends (subject to Section 6(e) below) with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will shall be postponed to the next day that is a Business Day and no additional dividends will shall accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “"Dividend Period”", provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will shall be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “"Dividend Record Date”"). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of DesignationsDetermination).

Rate. Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, -129- but excluding, the next Dividend Payment Date is a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date. Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Issuer Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day. Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).