Common use of Certain Restrictions Clause in Contracts

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred StockStock or rights, warrants or options to acquire such junior stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) 4.1 Whenever quarterly dividends or other dividends or distributions payable on the Series A RP Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A RP Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) 4.1.1 declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A RP Preferred Stock; (ii) 4.1.2 declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A RP Preferred Stock, except dividends paid ratably on the Series A RP Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, 4.1.3 redeem or purchase or otherwise acquire for value any consideration (except as provided in Section 4.1.4 below) shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A RP Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A RP Preferred Stock; or; (iv) redeem, 4.1.4 redeem or purchase or otherwise acquire for value consideration any shares of Series A RP Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A RP Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) 4.2 The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)Section 4.1, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration (except as provided in (iv) below) shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or; (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding winding-up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A B Preferred Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except dividends paid ratably on the Series A B Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A B Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A B Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A B Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 above are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of capital stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred StockStock other than (A) such redemptions or purchases that may be deemed to occur upon the exercise of stock options, warrants or similar rights or grant, vesting or lapse of restrictions on the grant of any performance shares, restricted stock, restricted stock units or other equity awards to the extent that such shares represent all or a portion of (x) the exercise or purchase price of such options, warrants or similar rights or other equity awards or (y) the amount of withholding taxes owed by the holder of such award in respect of such grant, exercise, vesting or lapse of restrictions; (B) such purchases necessary to satisfy the issuance of any shares upon the exercise or to satisfy the vesting and settlement of any options, warrants or similar rights or other equity awards pursuant to the terms of the Corporation’s equity plans maintained for the benefit its employees, directors and other service providers; or (C) the repurchase, redemption or other acquisition or retirement for value of any such shares from employees, directors, former directors, consultants or former consultants of the Corporation or their respective estate, spouse, former spouse or family member, pursuant to the terms of the agreement pursuant to which such shares were acquired; (ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire consideration shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of capital stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock; provided, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any capital stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of capital stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of DirectorsBoard, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph Section 4(a)) above, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution dis- solution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A shares of Junior Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A Junior Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, except dividends paid ratably on the Series A shares of Junior Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Junior Preferred StockStock or rights, warrants or options to acquire such junior stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Junior Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred StockStock or rights, warrants or options to acquire such junior stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A B Preferred Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A B Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A B Preferred Stock, except dividends paid ratably on the Series A B Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A B Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding winding-up) to the Series A B Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A B Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A B Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of the Series A Preferred Stock shall have been paid in full, the Corporation shall not: (i) declare Declare or pay dividends on, or make any other distributions on, on any shares of any class of capital stock of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding upup of the Corporation) to the Series A Preferred Stock; (ii) declare Declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of any class of capital stock of the Corporation ranking on a parity (either as to dividends or upon liquidation, dissolution or winding upup of the Corporation) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears accrued and unpaid in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeemRedeem, purchase or otherwise acquire for value consideration any shares of any class of capital stock of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding upup of the Corporation) to the Series A Preferred Stock; provided , except that the Corporation may at any time redeem, purchase or otherwise acquire any shares of any such junior stock in exchange for other shares of any class of capital stock of the Corporation ranking junior (both as to dividends and upon dissolution, liquidation or winding upup of the Corporation) to the Series A Preferred Stock; or (iv) redeem, purchase Purchase or otherwise acquire for value consideration any shares of the Series A Preferred Stock, Stock or any shares of any class of capital stock of the Corporation ranking on a parity (either as to dividends or upon liquidation, dissolution or winding upup of the Corporation) with the Series A Preferred Stock, or redeem any shares of such parity stock, except in accordance with a purchase offer made in writing or by publication (as determined by to the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms and conditions as the Board of DirectorsBoard, after taking into consideration of the respective annual dividend rates and the other relative powers, preferences and rights and preferences of the respective series and classesclasses of such shares, shall determine in good faith will result in fair and equitable treatment among the respective holders of shares of all such series or and classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of any class of capital stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Preferred Stock as provided in Section 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A B Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except dividends paid ratably on the Series A B Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A B Preferred StockStock or rights, warrants or options to acquire such junior stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A B Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Participating Preferred Stock as provided in Section 2 herein are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not: not (i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Participating Preferred Stock; ; (ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Participating Preferred Stock, except dividends paid ratably on the Series A Participating Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; ; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classesseries, shall determine in good faith will result in fair and equitable treatment among to the respective series or classesholders of such series. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this subsection, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A R Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A R Preferred Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A R Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A R Preferred Stock, except dividends paid ratably on the Series A R Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A R Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding winding-up) to the Series A R Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A R Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A R Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A R Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section SECTION 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(aSECTION 4(A), purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding updividends) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding updividends) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred StockStock or rights, warrants or options to acquire such junior stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or and winding up) to the Series A Preferred Stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of DirectorsBoard, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a1) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 (B) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; orStock or rights, warrants or options to acquire such junior stock; (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b2) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a(1) of this Section (D), purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) 5.1. The Corporation shall not declare any dividend on, make any distribution on, or redeem or purchase or otherwise acquire for consideration any shares of Common Stock after the first issuance of a share or fraction of a share of Series C Preferred Stock unless concurrently therewith it shall declare a dividend on the Series C Preferred Stock as required by Section 3 hereof. 5.2. Whenever quarterly dividends or other dividends or distributions payable on the Series A C Preferred Stock as provided in Section 2 3 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A C Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except dividends paid ratably on the Series A C Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to with the Series A C Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or; (iv) redeem, purchase or otherwise acquire for value consideration any shares of Series A C Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) 5.3. The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)subsection 5.2, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A C Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A C Preferred Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except dividends paid ratably on the Series A C Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A C Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A C Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A C Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A F Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A F Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A F Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A F Preferred Stock, except dividends paid ratably on the Series A F Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration (except as provided in (iv) below) shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A F Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A F Preferred Stock; or; (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A F Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A F Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A D Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A D Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding updividends) to the Series A D Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding updividends) with the Series A D Preferred Stock, except dividends paid ratably on the Series A D Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A D Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A D Preferred Stock; orStock or rights, warrants or options to acquire such junior stock; (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A D Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A D Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A J Preferred Stock as provided in Section 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A J Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A J Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A J Preferred Stock, except dividends paid ratably on the Series A J Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A J Preferred Stock; provided , provided, that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A J Preferred StockStock or rights, warrants or options to acquire such junior stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A J Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A J Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of DirectorsBoard, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A C Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A C Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; (ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except dividends paid ratably on the Series A C Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to with the Series A C Preferred Stock; provided provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A C Preferred Stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A C Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Corporation's Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Corporation's Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and Preferred Stock classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A D Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A D Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A D Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A D Preferred Stock, except dividends paid ratably on the Series A D Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; orD (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A D Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A D Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A E Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A E Preferred Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A E Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A E Preferred Stock, except dividends paid ratably on the Series A E Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A E Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding winding-up) to the Series A E Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A E Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A E Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A E Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a1) Whenever quarterly dividends or other dividends or distributions payable on the Series A C Preferred Stock as provided in Section 2 (B) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A C Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except dividends paid ratably on the Series A C Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A C Preferred Stock; orStock or rights, warrants or options to acquire such junior stock; (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A C Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b2) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a(1) of this Section (D), purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or and winding up) to the Series A Preferred Stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A C Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A C Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except dividends paid ratably on the Series A C Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A C Preferred StockStock or rights, warrants or options to acquire such junior stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A C Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A D Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A D Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A D Preferred Stock; (ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A D Preferred Stock, except dividends paid ratably on the Series A D Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A D Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A D Preferred Stock; or; (iv) redeem, purchase or otherwise acquire for value consideration any shares of Series A D Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A D Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)subparagraph (a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (ai) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 B in this resolution are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (ia) declare or pay pay, or set apart for payment, dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (iib) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total aggregate amounts of the deficiencies in payments due to which the holders respective series and classes of all such shares are then entitledparity stock; (iiic) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bii) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(i) of this Section D, purchase or otherwise acquire such shares at such time and in such manner.,

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, on any shares of or stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, Stock except dividends paid ratably on the Series A Preferred Stock Stock, and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) to with the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A E Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A E Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A E Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A E Preferred Stock, except dividends paid ratably on the Series A E Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A E Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and or upon dissolution, liquidation or and winding up) to the Series A E Preferred Stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A E Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A E Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably 41 42 on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (both as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, ; except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section Paragraph 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair fail and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Paragraph 4, purchase or otherwise acquire such shares at such time and in such mannermanner except in connection with funding of any employee benefit plan of the Corporation or any such subsidiary.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A H Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A H Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred StockH Preferred; (ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockH Preferred, except dividends paid ratably on the Series A H Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire consideration shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A H Preferred, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series H Preferred Stock; or (iv) purchase or otherwise acquire for consideration any shares of Series H Preferred, or any shares of stock ranking on a parity with the Series H Preferred, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (ai) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Preferred Stock Shares as provided in Section paragraph 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on Series B Preferred Shares outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation shall not: (ia) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred StockShares; (iib) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred StockShares, except dividends paid ratably on the Series A B Preferred Stock Shares and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iiic) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock; Shares, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (both as to dividends and upon dissolutionliquidation, liquidation dissolution or winding up) to the Series A B Preferred StockShares; or (ivd) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A B Preferred StockShares, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred StockShares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bii) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under subparagraph (i) of this paragraph 4(a)4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Junior Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A B Junior Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Junior Preferred Stock, except dividends paid ratably on the Series A B Junior Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or and winding up) to the Series A B Junior Preferred Stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A B Junior Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Junior Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of the Series A Preferred Stock shall outstanding have been paid in full, the Corporation shall Company will not: (i) declare Declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the shares of Series A Preferred StockPreferred; (ii) declare Declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the shares of Series A Preferred StockPreferred, except dividends paid ratably on the shares of Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeemRedeem, purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the shares of Series A Preferred StockPreferred; provided provided, however, that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the shares of Series A Preferred StockPreferred; or (iv) redeemRedeem, purchase or otherwise acquire for value consideration any shares of the Series A Preferred StockPreferred, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the shares of Series A Preferred StockPreferred, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of DirectorsBoard, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall may determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall Company will not permit any majority-owned subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(a) of this Article IV, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock. (iv) except as permitted by subclause (v) of this Section 4(A), redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (ivv) redeem, purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock), except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, Directors after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(aSection 4(A), purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided PROVIDED that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends In addition to any other vote of the Holders required by law or other dividends by the Certificate of Incorporation, without the prior consent of the Required Holders of the applicable series of Preferred Stock, given in person or distributions payable on by proxy, either in writing or at a special meeting called for that purpose, at which meeting the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding holders of the shares of Series A such Preferred Stock shall have been paid in fullvote together as a class, the Corporation shall will not: (i) declare (x) authorize, create, designate, establish or pay dividends onissue (whether by merger or otherwise) (A) an increased number of shares of such series of Preferred Stock, or make (B) any other distributions on, any shares class or series of capital stock ranking junior (either senior to or on parity with such series of Preferred Stock as to dividends or upon liquidation, dissolution liquidation or winding up(y) reclassify any shares of Common Stock into shares having any preference or priority as to the Series A dividends or upon liquidation superior to or on parity with any such preference or priority of such series of Preferred Stock; (ii) declare amend, restate, alter or pay dividends onrepeal any of the rights, powers or make any other distributions on, any shares preferences of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A such series of Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeemamend, purchase restate, alter or otherwise acquire for value any repeal the Certificate of Incorporation in a manner which would adversely affect a Holder’s ability to, as applicable, (A) transfer its shares of stock ranking junior such series of Preferred Stock or Common Stock to any person, (either as to dividends or upon liquidation, dissolution or winding upB) to the convert its shares of Series A Preferred Stock into Common Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire (C) convert its shares of any such junior stock in exchange for Series B Preferred Stock into shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value agree to do any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classesforegoing. (b) The Corporation shall not will not, directly or indirectly, declare or pay any dividend or distribution on, or directly or indirectly purchase, redeem, repurchase or otherwise acquire or permit any subsidiary of the Corporation to purchase redeem, repurchase or otherwise acquire for value acquire, any shares of stock Junior Securities, other than any Participating Dividends actually paid upon all outstanding Preferred Stock, without the consent of the Corporation unless holders of at least a majority of the Corporation could, under paragraph 4(a), purchase then-outstanding Series A Preferred Stock to the making of such dividend or otherwise acquire such shares at such time and in such mannerdistribution.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;; or (iii) redeem, redeem or purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and Stock, or to all such other holders and the holders of any such shares ranking on a parity stock therewith, upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative power, preferences and rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of capital stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the shares of Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided provided, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of DirectorsBoard, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph Section 4(a), purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock Units as provided in Section 2 herein are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock Units outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock; (ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, except dividends paid ratably on the Series A Preferred Stock Units and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such Units and all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire consideration shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock; provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Preferred Stock; or (iv) purchase or otherwise acquire for consideration any Units, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of Series A Preferred Stock and all such other parity stock Units, upon such terms as the Board of DirectorsBoard, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any Units or shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section, purchase or otherwise acquire such Units or shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Junior Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A B Junior Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Preferred Stock; ; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Junior Preferred Stock, except dividends paid ratably on the Series A B Junior Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; ; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or and winding up) to the Series A B Junior Preferred Stock; or or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A B Junior Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Junior Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A One Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A One Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A One Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A One Preferred Stock, except dividends paid ratably on the Series A One Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A One Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A One Preferred Stock; or. (iv) redeemexcept as permitted by subclause (v) of this Section 4(A), redeem or purchase or otherwise acquire for value any consideration shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A One Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series One Preferred Stock; or (v) purchase or otherwise acquire for consideration any shares of Series One Preferred Stock, or any shares of stock ranking on a parity with the Series One Preferred Stock (either as to dividends or upon liquidation, dissolution or winding up), except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, Directors after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section Paragraph 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking ranging junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Paragraph 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A C Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not authorized or declared, on outstanding shares of Series A C Preferred Stock outstanding shall have been paid in full, the Board and the Corporation shall not: (i) authorize, declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; (ii) authorize, declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except dividends paid ratably on the Series A C Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A C Preferred Stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A C Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A C Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A C Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding updividends) to the Series A C Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding updividends) with the Series A C Preferred Stock, except dividends paid ratably on the Series A C Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A C Preferred Stock; orStock or rights, warrants or options to acquire such junior stock; (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A C Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred StockStock or rights, warrants or options to acquire such junior stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series Series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a1) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred StockStock or rights, warrants or options to acquire such junior stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b2) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(1) of this Section D, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a1) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Preferred Stock as provided in Section 2 (B) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A B Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except dividends paid ratably on the Series A B Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A B Preferred Stock; orStock or rights, warrants or options to acquire such junior stock; (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A B Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b2) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a(1) of this Section (D), purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A C Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation shall not:all (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; (ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except dividends paid ratably on the Series A C Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A C Preferred Stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A C Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions distributions, on, or redeem or repurchase or otherwise acquire for consideration, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stockother than (1) such redemptions or purchases that may be deemed to occur upon the exercise of stock options, warrants or similar rights or grant, vesting or lapse of restrictions on the grant of any performance shares, restricted stock, restricted stock units or other equity awards to the extent that such shares represent all or a portion of (x) the exercise or purchase price of such options, warrants or similar rights or other equity awards or (y) the amount of withholding taxes owed by the holder of such award in respect of such grant, exercise, vesting or lapse of restrictions; (2) such purchases necessary to satisfy the issuance of any shares upon the exercise or to satisfy the vesting and settlement of any options, warrants or similar rights or other equity awards pursuant to the terms of the Corporation’s equity plans maintained for the benefit its employees, directors and other service providers; or (3) the repurchase, redemption or other acquisition or retirement for value of any such shares from employees, directors, former directors, consultants or former consultants of the Corporation or their respective estate, spouse, former spouse or family member, pursuant to the terms of the agreement pursuant to which such shares were acquired; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockPreferred, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior on a parity (either as to dividends or upon liquidation, dissolution or winding up) to with the Series A Preferred Stock; Preferred, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred StockPreferred; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred StockPreferred, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockPreferred, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A 1 Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A 1 Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A 1 Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A 1 Preferred Stock, except dividends paid ratably on the Series A 1 Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration (except as provided in (iv) below) shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A 1 Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A 1 Preferred Stock; or; (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A 1 Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A 1 Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A C Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of the Series A C Preferred Stock shall outstanding have been paid in full, the Corporation shall Company will not: (i) declare Declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the shares of Series A Preferred StockC Preferred; (ii) declare Declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the shares of Series A Preferred StockC Preferred, except dividends paid ratably on the shares of Series A C Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeemRedeem, purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the shares of Series A Preferred StockC Preferred; provided provided, however, that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the shares of Series A Preferred StockC Preferred; or (iv) redeemRedeem, purchase or otherwise acquire for value consideration any shares of the Series A Preferred StockC Preferred, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the shares of Series A Preferred StockC Preferred, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of DirectorsBoard, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall may determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall Company will not permit any majority-owned subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(a) of this Article IV, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A One Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A One Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding updividends) to the Series A One Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding updividends) with the Series A One Preferred Stock, except dividends paid ratably on the Series A One Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A One Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A One Preferred StockStock or rights, warrants or options to acquire such junior stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A One Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A One Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding updividends) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding updividends) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; orStock or rights, warrants or options to acquire such junior stock; (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.of (bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Junior Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A B Junior Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding upwinding‑up) to the Series A B Junior Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding upwinding‑up) with the Series A B Junior Preferred Stock, except dividends paid ratably on the Series A B Junior Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;; or (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding upwinding‑up) to the Series A B Junior Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding upwinding‑up) to the Series A B Junior Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock Shares as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock Shares outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred StockShares; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockShares, except dividends paid ratably on the Series A Preferred Stock Shares and all such other parity stock on which dividends are payable or to in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; Shares, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred StockShares; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred StockShares, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockShares, except in accordance with a purchase offer made in writing or by publication (publication, as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A B Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except dividends paid ratably on the Series A B Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A B Preferred StockStock or rights, warrants or options to acquire such junior stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A B Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A C Preferred Stock as provided in Section 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A C Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except dividends paid ratably on the Series A C Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; , provided that that, the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A C Preferred StockStock or rights, warrants or options to acquire such junior stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A C Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding updividends) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding updividends) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided , provided, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up; or rights, warrants or options to acquire such junior stock) to the Series A Preferred Stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of DirectorsBoard, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever any quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock Shares as provided in Section 2 are in arrears, then, thereafter and until all accrued and unpaid dividends and distributions, whether or not declareddeclred, on outstanding shares of Series A Preferred Stock Shares outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred StockShares, other than dividends paid or payable in such junior shares; (ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockShares, except dividends paid ratably on the Series A Preferred Stock Shares and all such other parity stock shares on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockShares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of provided that the Corporation to purchase or otherwise acquire for value may at any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)time redeem, purchase or otherwise acquire any such parity shares at such time and in such manner.exchange for shares of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Shares; or

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution dissolution, or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase purchase, or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation liquidation, or winding up) to the Series A Preferred Stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsDirector) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A R Preferred Stock as provided in Section 2 1.2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A R Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A R Preferred Stock; (ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A R Preferred Stock, except dividends paid ratably on the Series A R Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to with the Series A R Preferred Stock; provided provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A R Preferred Stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A R Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A R Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Corporation’s Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Corporation’s Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and Preferred Stock classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section 1.4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock Share as provided in Section 2 are in --------- arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock Share outstanding shall have been paid in full, the Corporation Trust shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred StockShare; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockShare, except dividends paid ratably on the Series A Preferred Stock Share and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; Share, provided that the Corporation Trust may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Trust ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred StockShare; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred StockShare, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockShare, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsTrust Managers) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of DirectorsTrust Managers, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation Trust shall not permit any subsidiary of the Corporation Trust to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Trust unless the Corporation Trust could, under paragraph 4(a)(a) of this Section 4, purchase or --------- otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A E Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A E Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A E Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A E Preferred Stock, except dividends paid ratably on the Series A E Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A E Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A E Preferred StockStock or rights, warrants or options to acquire such junior stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A E Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A E Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire consideration shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock; provided that the Corporation may at any time redeem, except purchase or otherwise acquire shares of any such parity stock in accordance with a purchase offer made in writing exchange for shares of any stock of the Corporation ranking junior (either as to dividends or by publication (as determined by the Board of Directorsupon liquidation, dissolution or winding up) to all holders of the Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.Stock; or (biv) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock of ranking on a parity with the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.Series A

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Junior Preferred Stock as provided in Section 2 1, above, are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A B Junior Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Junior Preferred Stock, except dividends paid ratably on the Series A B Junior Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) ), to the Series A B Junior Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A B Junior Preferred Stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A B Junior Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Junior Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(a) of this Section 3, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Preferred Stock as provided in Section 2 5.31.2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Junior Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock; (ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, except dividends paid ratably on the Series A Junior Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire consideration shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, provided that the Company may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Company ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Junior Preferred Stock; or (iv) purchase or otherwise acquire for consideration any shares of Junior Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(a) of this Section, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Preferred Stock as provided in Section 2 14.2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A B Preferred Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A B Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A B Preferred Stock, except dividends paid ratably on the Series A B Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A B Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding winding-up) to the Series A B Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A B Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A B Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(aSection 14.4(a), purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred StockPreferred; (ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockPreferred, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire consideration shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) purchase or otherwise acquire for consideration any shares of Series A Preferred, or any shares of stock ranking on a parity with the Series A Preferred, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A G Class C Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A G Class C Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A G Class C Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A G Class C Preferred Stock, except dividends paid ratably on the Series A G Class C Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;; or (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A G Class C Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A G Class C Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; orStock or rights, warrants or options to acquire such junior stock; (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;; < (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred StockStock or rights, warrants or options to acquire such junior stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bv) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (ai) Whenever quarterly dividends or other dividends or distributions payable on the Series A D Junior Participating Preferred Stock as provided in Section 2 Paragraph 1 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A D Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (iA) declare or pay dividends on, redeem or purchase or otherwise acquire for consideration, or make any other distributions on, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A D Junior Participating Preferred Stock; (iiB) declare or pay dividends on, redeem or purchase or otherwise acquire for consideration, or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A D Junior Participating Preferred Stock, except dividends provided that there may be declared and paid ratably dividends on the Series A D Junior Participating Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem; and, provided further, that the Corporation may at any time redeem or purchase or otherwise acquire for value any shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A D Junior Participating Preferred Stock; or (ivC) redeem, purchase or otherwise acquire for value consideration any shares of Series A D Junior Participating Preferred Stock, or redeem or purchase or otherwise acquire any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A D Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series Series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bii) The Corporation shall not permit any subsidiary of the Corporation (for the account of such subsidiary) to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)subparagraph (i) of this Xxxxxxxxx 0, purchase xxxxxxxx or otherwise acquire such shares at such time and in such manner. (iii) No dividend shall be declared and paid, or set apart for payment on, any share of the Series D Junior Participating Preferred Stock or any share of any other series of Preferred Stock or any share of any class of stock, or series thereof, ranking on a parity with the Series D Junior Participating Preferred Stock as to dividends, for any dividend period unless at the same time a like proportionate dividend for the same dividend period, ratably in proportion to the respective dividends applicable thereto, shall be declared and paid, or set apart for payment on, all shares of the Series D Junior Participating Preferred Stock and all shares of all other series of Preferred Stock and all shares of any class, or series thereof, ranking on a parity with the Series D Junior Participating Preferred Stock as to dividends, then issued and outstanding and entitled to receive dividends.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A B Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred StockB Preferred; (ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockB Preferred, except dividends paid ratably on the Series A B Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire consideration shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockB Preferred, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series B Preferred; or (iv) purchase or otherwise acquire for consideration any shares of Series B Preferred, or any shares of stock ranking on a parity with the Series B Preferred, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of the Series A Preferred Stock shall have been paid in full, the Corporation shall not: (i) declare Declare or pay dividends on, or make any other distributions on, on any shares of any class of capital stock of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding upup of the Corporation) to the Series A Preferred Stock; (ii) declare Declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of any class of capital stock of the Corporation ranking on a parity (either as to dividends or upon liquidation, dissolution or winding upup of the Corporation) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears accrued and unpaid in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeemRedeem, purchase or otherwise acquire for value consideration any shares of any class of capital stock of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding upup of the Corporation) to the Series A Preferred Stock; provided , except that the Corporation may at any time redeem, purchase or otherwise acquire any shares of any such junior stock in exchange for other shares of any class of capital stock of the Corporation ranking junior (both as to dividends and upon dissolution, liquidation or winding upup of the Corporation) to the Series A Preferred Stock; or (iv) redeem, purchase Purchase or otherwise acquire for value consideration any shares of the Series A Preferred Stock, Stock or any shares of any class of capital stock of the Corporation ranking on a parity (either as to dividends or upon liquidation, dissolution or winding upup of the Corporation) with the Series A Preferred Stock, or redeem any shares of such parity stock, except in accordance with a purchase offer made in writing or by publication (as determined by to the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms and conditions as the Board of DirectorsBoard, after taking into consideration of the respective annual dividend rates and the other relative powers, preferences and rights and preferences of the respective series and classesclasses of such shares, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.will (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of any class of capital stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever one or more quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not authorized or declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;; or (iii) redeemexcept pursuant to provisions of the Charter or Bylaws of the Company providing for limitations or restrictions on ownership of securities of the Company which are, expressly or by implication, included to protect the status of the Corporation as a real estate investment trust under the Internal Revenue Code, redeem or purchase or otherwise acquire for value consideration any shares of stock of the Company ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever Subject to the provisions of this Article Fourth, whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 Shares are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A a Preferred Stock Shares shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred StockShares; (ii) redeem, purchase or otherwise acquire for consideration shares ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares; provided that the Corporation may at any time redeem, purchase or otherwise acquire any such junior shares in exchange for any shares of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Shares; (iii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the a Series A Preferred StockShares, except dividends paid ratably on the Series A Preferred Stock Shares and all such other parity stock shares on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iiiiv) redeem, purchase or otherwise acquire for value consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred StockShares, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockShares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.and

Certain Restrictions. (a) A. Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 II are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of the Series A Preferred Stock shall have been paid in full, the Corporation shall not: (i) 1. declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of Common Stock or other stock ranking junior (either as to dividends or upon liquidation, dissolution liquidation or winding updissolution) to the Series A Preferred Stock; (ii) 2. declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution liquidation or winding updissolution) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all shares of such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) 3. redeem, purchase or otherwise acquire for value any shares of any Common Stock or other stock ranking junior (either as to dividends or upon liquidation, dissolution liquidation or winding updissolution) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any other stock of the Corporation ranking junior (both as to dividends and upon dissolution, liquidation dissolution or winding upliquidation) to the Series A Preferred Stock; or (iv) 4. redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, Stock or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by to the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) B. The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution dissolution, or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution dissolution, or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution dissolution, or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase purchase, or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (either as to dividends and or upon dissolution, liquidation liquidation, or winding up) to the Series A Preferred Stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsDirectors of the Company) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of DirectorsDirectors of the Company, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph Section 4(a), purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred StockStock or rights, warrants or options to acquire such junior stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A G Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A G Preferred Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A G Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A G Preferred Stock, except dividends paid ratably on the Series A G Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A G Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding winding-up) to the Series A G Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A G Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A G Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A G Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A B Preferred Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except dividends paid ratably on the Series A B Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A B Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A B Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A B Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred B Preference Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred B Preference Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred B Preference Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred B Preference Stock, except dividends paid ratably on the Series A Preferred B Preference Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred B Preference Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred B Preference Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred B Preference Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred B Preference Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred B Preference Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (ai) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section paragraph 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not: (ia) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (iib) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iiic) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (both as to dividends and upon dissolutionliquidation, liquidation dissolution or winding up) to the Series A Preferred Stock; or (ivd) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or or, unless prohibited by the Articles of Incorporation, by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bii) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under subparagraph (i) of this paragraph 4(a)4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) 4.01 Whenever quarterly any dividends or other dividends or distributions payable on the Series A "A" Preferred Stock as provided in Section 2 herein are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A "A" Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (ia) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A "A" Preferred Stock; (iib) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A "A" Preferred Stock, Stock except dividends paid ratably on the Series A "A" Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iiic) redeem, purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A "A" Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (both as to dividends and upon dissolutionliquidation, liquidation dissolution or winding up) to the Series A "A" Preferred Stock; or (ivd) redeem, purchase or otherwise acquire for value any consideration shares of Series A "A" Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A "A" Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A "A" Preferred Stock and all other such other parity stock shares (if any) upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;; or (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock Stock, or to such holders and all holders of any such other shares ranking on a parity stock therewith, upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A B Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare Declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding updividends) to the Series A B Preferred Stock; (ii) declare Declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding updividends) with the Series A B Preferred Stock, except dividends paid ratably on the Series A B Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, Redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A B Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding winding-up) to the Series A B Preferred Stock; orStock or rights, warrants or options to acquire such junior stock; (iv) redeem, Redeem or purchase or otherwise acquire for value consideration any shares of Series A B Preferred Stock, A-4 84 or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares Units of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Units of Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares Units of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Preferred Stock as provided in Section 2 36 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A B Preferred Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except dividends paid ratably on the Series A B Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A B Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A B Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A B Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a38(a), purchase or otherwise acquire such shares at such time and in such manner.