Common use of Certain Restrictions Clause in Contracts

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Preferred Shares as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Preferred Shares outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 Preferred Shares; (ii) declare or pay dividends, 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 Preferred Shares, except dividends paid ratably on the Preferred Shares and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Shares; 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 or upon dissolution, liquidation or winding up) to the Preferred Shares; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Shares, or any stock ranking on a parity with the Preferred Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (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 Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, dividends or make any other distributions, distributions on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding updividends) to the Series A Preferred SharesStock; (ii) declare or pay dividends, dividends or make any other distributions, distributions 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 SharesStock, except dividends paid ratably on the Series A Preferred Shares Stock and all such parity stock on which dividends are payable or and in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or redeem, purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred SharesStock; 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 or upon dissolution, liquidation or winding up) to the Series A Preferred SharesStock; or (iv) redeem or redeem, purchase or otherwise acquire for consideration any shares of Series A Preferred Shares, Stock or any shares of stock ranking on a parity with the Series A Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) 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 Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, distributions on shares of Series A Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividends (other than a dividend payable in shares of Common Stock) on, or make any other distributionsdistributions on, 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 Preferred SharesJunior Stock; (ii) declare or pay dividends, dividends on or make any other distributions, 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 SharesStock ("Parity Stock"), except dividends paid ratably on the Series A Preferred Shares Stock and all such parity stock 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidationParity Stock, dissolution or winding up) to the Preferred Shares; provided, however, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock 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 Preferred SharesJunior Stock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred SharesStock, or any stock ranking on a parity with the Preferred Sharesshares of Parity 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 such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) 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 Shares Stock as provided in Section 2 (2) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Shares Stock outstanding shall have been paid in full, the Corporation Company shall not: (i1) declare or pay dividends, 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 SharesStock; (ii2) declare or pay dividends, 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 SharesStock, except dividends paid ratably on the Series A Preferred Shares Stock and all such 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; (iii3) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred SharesStock 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 other 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 and (y) the amount of withholding taxes owed by the recipient of such award in respect of such grant, exercise, vesting or lapse of restrictions; provided(B) the repurchase, howeverredemption, or other acquisition or retirement for value of any such shares from employees, former employees, directors, former directors, consultants or former consultants of the Company or their respective estate, spouse, former spouse or family member, pursuant to the terms of the agreements pursuant to which such shares were acquired, 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 or upon dissolution, liquidation or winding up) to the Series A Preferred SharesStock; or (iv4) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred SharesStock, or any shares of stock ranking on a parity with the Series A Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of such 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 consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph (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 Preferred Shares this Series as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Preferred Shares this Series outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, 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 Preferred Sharesthis Series; (ii) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Preferred Shares, this Series except dividends paid ratably on the Preferred Shares this Series and all such 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 or purchase or otherwise acquire for consideration any shares of any stock ranking junior on a parity (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Shares; provided, however, with this Series provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock parity shares in exchange for shares of any stock of the Corporation Company ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Preferred Sharesthis Series; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Sharesshares of this Series, or any stock shares ranking on a parity with the Preferred Sharesthis Series, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph subsection (a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends Except as otherwise agreed to in writing by MC Global or other dividends or distributions payable on the Preferred Shares as provided in Section 2 are in arrearsMCI, thereafter EPI will, and until all accrued and unpaid dividends and distributionswill cause its Subsidiaries to, whether or not declared, on shares of Preferred Shares outstanding shall have been paid in full, the Corporation shall notrefrain from: (i) declare amending their certificates or pay dividendsarticles of association or bylaws (or other comparable charter documents) or taking any action with respect to any such amendment or any reorganization, liquidation or make dissolution of any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Sharessuch corporation; (ii) declare authorizing, issuing, selling or pay dividends, or make any other distributions, on otherwise disposing of any shares of capital stock ranking on a parity (either as or other equity interests of or any Option with respect to dividends EPI or upon liquidationany Subsidiary, dissolution or winding up) modifying or amending any right of any holder of outstanding shares of capital stock or other equity interests of or Option with the Preferred Shares, except dividends paid ratably on the Preferred Shares and all such parity stock on which dividends are payable respect to EPI or in arrears in proportion to the total amounts to which the holders of all such shares are then entitledany Subsidiary; (iii) redeem declaring, setting aside or purchase paying any dividend or other distribution in respect of the capital stock of other equity interests of EPI or any Subsidiary not wholly owned by EPI, or directly or indirectly redeeming, purchasing or otherwise acquire for consideration shares acquiring any capital stock or other equity interests of or any Option with respect to EPI or any Subsidiary not wholly owned by EPI; (iv) acquiring or disposing of, or incurring any Lien (other than a Permitted Lien) on, any Assets and Properties, other than in the ordinary course of business consistent with past practice; (i) incurring Indebtedness in an aggregate principal amount exceeding E15,000,000 (net of any stock ranking junior amounts of Indebtedness discharged during such period) other than indebtedness incurred in the ordinary course of business in connection with the settlement of payment transactions, or (either as to dividends or upon liquidationii) voluntarily purchasing, dissolution or winding up) to the Preferred Shares; providedcanceling, however, that the Corporation may at any time redeem, purchase prepaying or otherwise acquire shares providing for a complete or partial discharge in advance of a scheduled payment date with respect to, or waiving any such junior stock right of EPI or any Subsidiary under, any Indebtedness of or owing to EPI or any Subsidiary (in exchange either case other than Indebtedness of EPI or a Subsidiary owing to EPI or a wholly-owned Subsidiary); (vi) engaging with any Person in any Business Combination; (vii) making capital expenditures or commitments for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Preferred Sharescapital expenditures in an aggregate amount exceeding E15,000,000; or (ivviii) redeem entering into any agreement or purchase resolving to do or otherwise acquire for consideration engage in any Preferred Shares, or any stock ranking on a parity with the Preferred Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 classesforegoing. (b) The Corporation shall not permit Except as otherwise agreed to in writing by EPI, MC Global and MCI, will, and will cause their Subsidiaries to, refrain from: (i) taking any subsidiary action with respect to any liquidation or dissolution of any such corporation; (ii) declaring, setting aside or paying any dividend or other distribution in respect of the Corporation to purchase capital stock of other equity interests of MC Global, MCI or any Subsidiary not wholly owned by MC Global or MCI, or directly or indirectly redeeming, purchasing or otherwise acquire for consideration acquiring any shares capital stock or other equity interests of stock of or any Option with respect to MC Global or MCI or any Subsidiary not wholly owned by MC Global or MCI; or (iii) engaging with any Person in any Business Combination that is material to MC Global or MCI unless that Business Combination is disclosed in the Corporation unless the Corporation could, under paragraph (a) of this Section 4, purchase or otherwise acquire such shares at such time and in such mannerRegistration Statement.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series B Preferred Shares 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 shares of Series B Preferred Shares Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding updividends) to the Series B Preferred SharesStock; (ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding updividends) with the Series B Preferred SharesStock, except dividends paid ratably on the Series B Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Shares; providedStock, however, 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 or and upon dissolution, liquidation or winding up) to the Series B Preferred Shares; orStock or rights, warrants or options to acquire such junior stock; (iv) redeem or purchase or otherwise acquire for consideration any shares of Series B Preferred SharesStock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph (aA) 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 Junior Preferred Shares as provided in Section 2 Stock are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Junior Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 Junior Preferred SharesStock; (ii) declare or pay dividends, 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 Junior Preferred SharesStock, except dividends paid ratably on the Junior Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Junior Preferred SharesStock; or (iv) redeem or redeem, purchase or otherwise acquire for consideration any shares of Junior Preferred SharesStock, or any shares of stock ranking on a parity with the Junior Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (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 Preferred Shares 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 shares of Preferred Shares outstanding Units outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, 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 SharesStock; (ii) declare or pay dividends, dividends on or make any other distributions, 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 SharesStock, except dividends paid ratably on the Preferred Shares Units and all such 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 or purchase or otherwise acquire for 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 SharesStock; provided, however, 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 or upon dissolution, liquidation or winding up) to the Series A Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Shares, or any stock ranking on a parity with the Preferred SharesUnits, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of such shares 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 consideration any Units or shares of stock of the Corporation unless the Corporation could, under paragraph (a) of this Section 4Section, 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 Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Preferred Shares Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends, 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 Preferred SharesStock; (ii) declare or pay dividends, 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 Preferred SharesStock, except dividends paid ratably on the Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Preferred SharesStock, or any shares of stock ranking on a parity with the Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph (aA) 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 Shares Stock as provided in Section 2 (2) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Shares Stock outstanding shall have been paid in full, the Corporation corporation shall not: (i1) declare or pay dividends, 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 SharesStock; (ii2) declare or pay dividends, 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 SharesStock, except dividends paid ratably on the Series A Preferred Shares Stock and all such 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; (iii3) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred SharesStock 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 other 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 and (y) the amount of withholding taxes owed by the recipient of such award in respect of such grant, exercise, vesting or lapse of restrictions; provided(B) the repurchase, howeverredemption, or other acquisition or retirement for value of any such shares from employees, former 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 agreements pursuant to which such shares were acquired, provided that the Corporation 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 corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred SharesStock; or (iv4) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred SharesStock, or any shares of stock ranking on a parity with the Series A Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 corporation shall not permit any subsidiary of the Corporation corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation corporation unless the Corporation corporation could, under paragraph (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 Junior Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Junior Preferred Shares Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends, 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 Junior Preferred SharesStock; (ii) declare or pay dividends, 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 Junior Preferred SharesStock, except dividends paid ratably on the Junior Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Preferred Shares; providedStock, however, 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 ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Junior Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Junior Preferred SharesStock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Junior Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 its subsidiaries to purchase or otherwise acquire for consideration any shares of the Company’s capital stock of the Corporation unless the Corporation Company could, under paragraph (aA) 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 Junior Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Junior Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Preferred SharesStock; (ii) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Junior Preferred SharesStock, except dividends paid ratably on the Junior Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Preferred Shares; providedStock, however, 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 or and upon dissolution, liquidation or winding up) to the Junior Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Junior Preferred SharesStock, or any shares of stock ranking on a parity with the Junior Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) 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 Units of Series B Junior Participating Preferred Shares 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 shares outstanding Units of Series B Junior Participating Preferred Shares outstanding Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, 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 Preferred Sharesstock; (ii) declare or pay dividendsdividends on, or make any other distributionsdistributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Preferred Sharesstock, except dividends paid ratably on the Units of Series B Junior Participating Preferred Shares Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidationparity stock, dissolution or winding up) to the Preferred Shares; provided, however, 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 or upon dissolution, liquidation or winding up) to the Preferred Sharesstock; or (iv) redeem or purchase or otherwise acquire for consideration any Units of Series B Junior Participating Preferred SharesStock, or any stock ranking on a shares of parity with the Preferred Sharesstock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units and shares of 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 and classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation Corporation, unless the Corporation could, under paragraph (aA) of this Section 43, 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 Shares 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 shares of Series A Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 Preferred SharesJunior Securities; (ii) declare or pay dividends, 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 Preferred SharesParity Securities, except dividends paid ratably on the Series A Preferred Shares Stock and all such parity stock Parity Securities 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidationJunior Securities, dissolution or winding up) to the Preferred Shares; provided, however, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock Junior Securities 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 Preferred Sharesother Junior Securities; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Shares, or any stock ranking on a parity with the Preferred SharesParity Securities, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares Parity Securities 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) of this Section 45, 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 D Preferred Shares as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series D Preferred Shares outstanding shall have been paid in full, the Corporation Trust shall not: (i) declare or pay dividends, or make any other distributions, on or redeem or purchase or otherwise acquire for consideration any shares of stock beneficial interest ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series D Preferred SharesShares other than (A) such redemptions or purchases that may be deemed to occur upon the exercise of share options, warrants or similar rights or grant, vesting or lapse of restrictions on the grant of any other performance shares, restricted shares, restricted share 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 and (y) the amount of withholding taxes owed by the recipient of such award in respect of such grant, exercise, vesting or lapse of restrictions; or (B) the repurchase, redemption, or other acquisition or retirement for value of any such shares from employees, former employees, trustees, former trustees, consultants or former consultants of the Trust or their respective estate, spouse, former spouse or family member, pursuant to the terms of the agreements pursuant to which such shares were acquired; (ii) declare or pay dividends, or make any other distributions, on any shares of stock beneficial interest ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series D Preferred Shares, except dividends paid ratably on the Series D Preferred Shares and all such 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) except pursuant to provisions of the Declaration of Trust providing for limitations or restrictions on ownership of securities of the Trust which are, expressly or by implication, included to protect the status of the Trust as a real estate investment trust under the Internal Revenue Code, redeem or purchase or otherwise acquire for consideration any shares of any stock beneficial interest ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series D Preferred Shares; provided, however, provided that the Corporation Trust may at any time redeem, purchase or otherwise acquire shares of any such junior stock shares in exchange for any shares of any stock beneficial interest of the Corporation Trust ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series D Preferred Shares; or (iv) except pursuant to provisions of the Declaration of Trust providing for limitations or restrictions on ownership of securities of the Trust which are, expressly or by implication, included to protect the status of the Trust as a real estate investment trust under the Internal Revenue Code, redeem or purchase or otherwise acquire for consideration any Series D Preferred Shares, or any stock shares of beneficial interest ranking on a parity with the Series D Preferred Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of such 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 Trust shall not permit any subsidiary of the Corporation Trust to purchase or otherwise acquire for consideration any shares of stock beneficial interest of the Corporation Trust, unless the Corporation Trust could, under paragraph (aA) 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 Junior Preferred Shares 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 shares of Junior Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 Junior Preferred SharesStock; (ii) declare or pay dividends, 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 Junior Preferred SharesStock, except dividends paid ratably on the Junior Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Junior Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Junior Preferred SharesStock, or any shares of stock ranking on a parity with the Junior Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) of this Section 4, IV 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 B Preferred Shares Stock as provided in Section 2 (2) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series B Preferred Shares Stock outstanding shall have been paid in full, the Corporation corporation shall not: (i1) declare or pay dividends, 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 B Preferred SharesStock; (ii2) declare or pay dividends, 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 B Preferred SharesStock, except dividends paid ratably on the Series B Preferred Shares Stock and all such 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; (iii3) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred SharesStock 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 other 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 and (y) the amount of withholding taxes owed by the recipient of such award in respect of such grant, exercise, vesting or lapse of restrictions; provided(B) the repurchase, howeverredemption, or other acquisition or retirement for value of any such shares from employees, former 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 agreements pursuant to which such shares were acquired, provided that the Corporation 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 corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series B Preferred SharesStock; or (iv4) redeem or purchase or otherwise acquire for consideration any shares of Series B Preferred SharesStock, or any shares of stock ranking on a parity with the Series B Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 corporation shall not permit any subsidiary of the Corporation corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation corporation unless the Corporation corporation could, under paragraph (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 Units of Series A Junior Participating Preferred Shares 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 shares outstanding Units of Series A Junior Participating Preferred Shares outstanding Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, 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 Preferred Sharesstock; (ii) declare or pay dividendsdividends on, or make any other distributionsdistributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Preferred Sharesstock, except dividends paid ratably on the Units of Series A Junior Participating Preferred Shares Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidationparity stock, dissolution or winding up) to the Preferred Shares; provided, however, 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 or upon dissolution, liquidation or winding up) to the Preferred Sharesstock; or (iv) redeem or purchase or otherwise acquire for consideration any Units of Series A Junior Participating Preferred SharesStock, or any stock ranking on a shares of parity with the Preferred Sharesstock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units and shares of 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 and classes. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation Corporation, unless the Corporation could, under paragraph (aA) of this Section 43, 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 Shares 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 Shares outstanding Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, 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 Preferred SharesJunior Stock; (ii) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking on a parity Parity Stock (either as to dividends or upon liquidation, dissolution or winding up) with the Preferred Sharesdefined in paragraph 12 below), except dividends paid ratably on the Series A Preferred Shares Stock and all such parity stock 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 or purchase repurchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred SharesParity Stock; provided, however, that the Corporation may at any time redeem, purchase repurchase or otherwise acquire shares of any such junior stock 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 Preferred SharesJunior Stock; or (iv) redeem or purchase repurchase or otherwise acquire for consideration any shares of Series A Preferred SharesStock, or any stock ranking on a parity with the Preferred Sharesshares of Parity 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 such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph subparagraph (a) of this Section 4above, 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 Junior Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Junior Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 Junior Preferred SharesStock; (ii) declare or pay dividends, 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 Junior Preferred SharesStock, except dividends paid ratably on the Junior Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Junior Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Junior Preferred SharesStock, or any shares of stock ranking on a parity with the Junior Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) 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 Junior Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Junior Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividends or, or make any other distributions, distributions on any shares of or stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Junior Preferred SharesStock; (ii) declare or pay dividends, 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 Junior Preferred Shares, Stock except dividends paid ratably on the Junior Preferred Shares Stock, and all such 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 or purchase or otherwise acquire for 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 Junior Preferred Shares; providedStock, however, provided that the Corporation 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 or upon dissolution, liquidation or winding winding-up) to the Junior Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Junior Preferred SharesStock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding-up) with the Junior Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) 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 Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Shares Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends, 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 SharesStock; (ii) declare or pay dividends, 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 SharesStock, except dividends paid ratably on the Series A Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Series A Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred SharesStock, or any shares of stock ranking on a parity with the Series A Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph (aA) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. Except as the Purchasers may specifically authorize in writing, and except for any undertakings by the Sellers to satisfy or settle the claims of MMS or BLM with respect to the MMS Royalty Payment Liabilities (a) Whenever quarterly dividends as such terms are defined in the MMS Audit Letter), and except for any undertaking by the Sellers to satisfy or other dividends or distributions payable on settle the Preferred Shares Disputed Payment (as provided such term is defined in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Preferred Shares outstanding shall have been paid in fullthe IID Letter), the Corporation shall notSellers will cause each of ACME and each Purchased Entity not to: (i) declare or pay dividendsdeclare, set aside for payment or make any other distributionsdistributions with respect to any of its partnership interests, on any shares of stock ranking junior as the case may be (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Shares; "Equity Interests"); (ii) declare or pay dividends, 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 Preferred Shares, except dividends paid ratably on the Preferred Shares and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Shares; provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares any of its Equity Interests or any rights, warrants or options for, or securities convertible into, Equity Interests; or (iii) split, combine or reclassify any of its Equity Interests or issue or authorize the issuance of, or grant any registration rights with respect to, any Equity Interests in lieu of or in substitution for any of its Equity Interests; (b) issue, deliver, sell, pledge, dispose of or otherwise subject to any Lien any of its Equity Interests, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire, any such Equity Interests, voting securities or convertible securities or equity equivalent; (c) incur, permit or allow any Lien on any of its Assets and Properties, other than Liens existing on the date hereof and Permitted Liens; (d) incur or create any indebtedness or obligation, or assume or guarantee (whether by way of guarantee, endorsement, indemnity, warranty or otherwise) any indebtedness or obligation of any such junior stock in exchange for shares other Person; (e) sell, convey, transfer, lease or otherwise dispose of any stock Assets and Properties, except in the ordinary course of business consistent with past practice; (f) incur any material liabilities or obligations which would be required by GAAP to be shown on its balance sheet or the footnotes thereto; (g) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the Corporation ranking junior assets of or equity in, or acquiring by any other manner, any business or any corporation, partnership, association or other Person; (either as h) alter through merger, liquidation, reorganization, restructuring or in any other fashion its legal nature or ownership; (i) change its incorporation, formation, partnership agreement or any other organizational documents; (j) change its accounting methods or practices (including any change in depreciation or amortization policies, or rates thereof); (k) revalue any of its assets, make any Tax election, change any annual Tax accounting period, amend any Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to dividends claim a Tax refund or upon dissolutionfail to make the payments or consent to an extension or waiver of the limitations period applicable to any Tax claim or assessment; provided, liquidation however, for avoidance of doubt, that a Tax claim shall not include any claim related to MMS; (l) pay, discharge or winding upsatisfy any obligation or liability other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice of obligations or liabilities reflected or reserved against in, or contemplated by, the Financial Statements (or notes thereto) or incurred in the ordinary course of business consistent with past practice; (m) enter into, amend or modify in any material way, terminate (partially or completely), grant any waiver of any material term under, or give any material consent with respect to any Material Contract, Environmental Permit or License related to the Preferred Sharesownership and operation of the Ormesa II Facility or any other aspect of the business of a Purchased Entity or any other Contract, if any of such actions with respect to such other Contracts would result in a Material Adverse Effect; or (ivn) redeem enter into any understanding or purchase any Contract to do or engage in, or which could result in, any of the foregoing. Notwithstanding any other term or provisions of this Agreement to the contrary, the Sellers shall be authorized and entitled to use cash available to any of the Purchased Entities on or prior to the Closing (including any cash presently held by any third party in a deposit account or otherwise acquire that will be released as of the Closing to any of the Purchased Entities and that has not been included in the Estimated Adjustment Statement for consideration purposes of making the adjustment to the Purchase Price pursuant to Section 2.4 hereof) for any Preferred Shares, of the following purposes: (i) to make any payments or distributions with respect to any of the Equity Interests held by any of the Sellers or any stock ranking on a parity with other holder of any Equity Interest in any of the Preferred Shares, except in accordance with a purchase offer made in writing Purchased Entities prior to Closing; or by publication (as determined by the Board of Directorsii) to all holders pay, discharge or satisfy any obligation or liability of such shares upon such terms as the Board any Purchased Entity to any Ormesa Entity, to any Seller or to any Affiliate of Directorsany Seller, 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 classesincluding any Intercompany Obligation. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (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 Preferred Shares shares of the Eighth Series as provided in Section 2 (2) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Preferred Shares the Eighth Series outstanding shall have been paid in full, the Corporation shall not: : (i) declare or pay dividendsdividends (except a dividend payable in PCS Group Common Stock and/or any other Junior Stock) on, or make any other distributionsdistributions on, 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 Preferred Shares; Junior Stock; (ii) declare or pay dividends, dividends on or make any other distributions, distribution on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Preferred Sharesshares of the Eighth Series, except dividends paid ratably on the Preferred Shares shares of the Eighth Series and all such 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 or purchase or otherwise acquire for consideration any shares of any stock ranking junior on a parity (either as to dividends or upon liquidation, dissolution or winding up) to with the Preferred Shares; providedshares of the Eighth Series, however, 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 Junior Stock; or upon dissolution, liquidation or winding up) to the Preferred Shares; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Sharesshares of the Eighth Series, or any shares of stock ranking on a parity with the Preferred Sharesshares of the Eighth Series, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) 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 any dividends or distributions payable payable, on the Units of Series B Preferred Shares Stock as provided in Section 2 are have not been paid in arrearsfull, thereafter and until all such accrued and unpaid dividends and distributions, whether or not declared, on shares outstanding Units of Series B Preferred Shares outstanding Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, 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 Preferred Sharesstock; (ii) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Preferred Sharesstock, except dividends paid ratably on the Units of Series B Preferred Shares Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled; (iii) redeem or purchase repurchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Sharesparity stock; provided, however, that the Corporation may at any time redeem, purchase repurchase 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 or upon dissolution, liquidation or winding up) to the Preferred Shares; orstock; (iv) redeem or purchase repurchase or otherwise acquire for consideration (other than shares of junior stock) any Units of Series B Preferred Shares, or any stock ranking on a parity with the Preferred SharesStock, except in accordance with a purchase repurchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as Units on 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 classessame terms. (bB) Series B Preferred Stock, in Units or in whole shares, may be held only by: (1) An active employee (i) of the Company, (ii) of a corporation in which the Company directly owns 100% of the voting shares, or (iii) of a corporation, in an unbroken chain of corporations, in which the Company indirectly (through the Company's ownership of 100% of the voting shares of all intermediate corporations in that chain) owns 100% of the voting shares, each such employee being hereinafter referred to as an "Active Employee"; (2) directors of the Company ("Directors"); or (3) Trusts for the exclusive benefit of an Active Employee or Active Employees if the terms of the trust provide that the Trustee shall vote all full shares of Series B Preferred Stock of the Company credited to the account of said Active Employee or Active Employees only in accordance with the written direction of said Active Employee or Active Employees (hereinafter referred to as "Eligible Trusts"). A trust shall be deemed to be for the exclusive benefit of an Active Employee even though the trust makes provision for the holding of shares after an Active Employee ceases to be such for such period as may be necessary in order to effectuate distribution to him, or upon death, to his designated beneficiary. At such time as (i) any person shall cease to be an Active Employee, (ii) any Director shall cease to hold that position, or (iii) any Eligible Trust which is a registered holder of Series B Preferred Stock ceases to be an Eligible Trust for any reason whatsoever, each Unit or whole share of Series B Preferred Stock held by or for such Active Employee, Director or Eligible Trust shall be converted forthwith and automatically into one Unit or whole share, as the case may be, of Series A Preferred Stock of the Company. At such time as any Unit or whole share of Series B Preferred Stock is sold or transferred, by operation of law or otherwise, to anyone, including the Company, who is not an Active Employee, a Director or an Eligible Trust, each Unit or whole share so sold or transferred shall be converted forthwith and automatically into one Unit or whole share, as the case may be, of Series A Preferred Stock of the Company. (C) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) of this Section 4Xxxxxxx 0, purchase xxxxxxxxxx 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 Preferred Shares Junior Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Preferred Shares Junior Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, 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 Preferred SharesJunior Stock; (ii) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Preferred SharesJunior Stock, except dividends paid ratably on the Preferred Shares Junior Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Shares; providedJunior Stock, however, 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 or upon dissolution, liquidation or winding up) to the Preferred SharesJunior Stock; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Sharesshares of Junior Stock, or any shares of stock ranking on a parity with the Preferred SharesJunior 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 such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (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 Junior Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, or set apart for payment any dividends or make any other distributionsdistributions on, on or redeem or purchase or otherwise acquire, directly or indirectly, for consideration any shares of any class of stock of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred SharesStock; (ii) declare or pay dividends, dividends on or make any other distributions, 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 Junior Preferred SharesStock, except dividends paid ratably on the Series A Junior Preferred Shares Stock and all such 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 or purchase or otherwise acquire acquire, directly or indirectly, for 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 Junior Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Series A Junior Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Junior Preferred SharesStock, or any shares of stock ranking on a parity with the Series A Junior Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (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 B Preferred Shares 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 shares of Series B Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred SharesStock; (ii) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred SharesStock, except dividends paid ratably on the Series B Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Series B Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Series B Preferred SharesStock, or any shares of stock ranking on a parity with the Series B Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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.respective (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) of this Section 4IV, 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 Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: : (i) declare or pay dividends, 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 Shares; Stock; (ii) declare or pay dividends, 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 SharesStock, except dividends paid ratably on the Series A Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Series A Preferred SharesStock; or or (iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred SharesStock, or any shares of stock ranking on a parity with the Series A Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (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 Shares Stock as provided in Section 2 (2) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i1) declare or pay dividends, 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 SharesStock; (ii2) declare or pay dividends, 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 SharesStock, except dividends paid ratably on the Series A Preferred Shares Stock and all such 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; (iii3) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred SharesStock 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 other 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 and (y) the amount of withholding taxes owed by the recipient of such award in respect of such grant, exercise, vesting or lapse of restrictions; provided(B) the repurchase, howeverredemption, or other acquisition or retirement for value of any such shares from employees, former 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 agreements pursuant to which such shares were acquired, 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 or upon dissolution, liquidation or winding up) to the Series A Preferred SharesStock; or (iv4) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred SharesStock, or any shares of stock ranking on a parity with the Series A Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (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 Junior Preferred Shares as provided in Section 2 Stock are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Junior Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 Junior Preferred SharesStock; (ii) declare or pay dividends, 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 Junior Preferred SharesStock, except dividends paid ratably on the Junior Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Junior Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Junior Preferred SharesStock, or any shares of stock ranking on a parity with the Junior Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) of this Section 46, 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 B Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, distributions on shares of Series B Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividends (other than a dividend payable in shares of Common Stock) on, or make any other distributionsdistributions on, 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 Preferred SharesJunior Stock; (ii) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred SharesStock ("Parity Stock"), except dividends paid ratably on the Series B Preferred Shares Stock and all such parity stock 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidationParity Stock, dissolution or winding up) to the Preferred Shares; provided, however, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock 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 Preferred SharesJunior Stock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Series B Preferred SharesStock, or any stock ranking on a parity with the Preferred Sharesshares of Parity 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 such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) 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 Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 Preferred SharesStock; (ii) declare or pay dividends, 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 Preferred SharesStock, except dividends paid ratably on the Preferred Shares Stock and all such 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 or purchase or otherwise acquire for 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 Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Preferred Shares; orStock; (iv) redeem or purchase or otherwise acquire for consideration any shares of Preferred SharesStock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (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 divi dends or distributions payable on the Preferred Series A Shares as provided in Section 2 a are in arrears, thereafter and until all accrued and unpaid dividends and distributionsdistribu tions, whether or not declared, on shares of Preferred Series A Shares outstanding out standing shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, 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 updividends) to the Preferred Series A Shares; (ii) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding updividends) with the Preferred Series A Shares, except dividends paid ratably on the Preferred Series A Shares and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding updividends) to the Preferred Series A Shares; providedPROVIDED, howeverHOWEVER, 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 Corporation, ranking junior (either as to dividends or upon dissolution, liquidation or winding updividends) to the Preferred Series A Shares; or (iv) redeem or purchase or otherwise acquire for consideration con sideration any Preferred Series A Shares, or any shares of stock ranking on a parity (as to dividends) with the Preferred Series A Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rela tive 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 shall not permit any subsidiary sub sidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph para graph (a1) of this Section 4g, 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 Junior Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Junior Preferred Shares Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends, 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 Junior Preferred SharesStock; (ii) declare or pay dividends, 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 Junior Preferred SharesStock, except dividends paid ratably on the Junior Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Junior Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Junior Preferred SharesStock, or any shares of stock ranking on a parity with the Junior Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.and

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 SharesStock; (ii) declare or pay dividends, 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 SharesStock, except dividends paid ratably on the Series A Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares; providedStock, however, 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 or and upon dissolution, liquidation or winding up) to the Series A Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred SharesStock, or any shares of stock ranking on a parity with the Series A Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) 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 Junior Participating Preferred Shares Units as provided in Section 2 are in arrearsnot paid, thereafter and until all accrued and unpaid dividends and such distributions, whether or not declared, on shares of Series A Junior Participating Preferred Shares Units outstanding shall have been paid in full, the Corporation Partnership shall not: (i) declare or pay dividendsdistributions on, or make redeem or purchase or otherwise acquire for consideration any other distributions, on any shares of stock units ranking junior (either as to dividends distributions or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Shares;Units; or (ii) declare or pay dividends, or make any other distributions, distributions on any shares of stock units ranking on a parity (either as to dividends distributions or upon liquidation, dissolution or winding up) (the “Parity Units”) with the Series A Junior Participating Preferred SharesUnits, except dividends distributions paid ratably on the Series A Junior Participating Preferred Shares Units and all such parity stock Parity Units on which dividends distributions are payable or in arrears in proportion to the total amounts to which the holders of all such shares units are then entitled;; or (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidationParity Units, dissolution or winding up) to the Preferred Shares; provided, however, provided that the Corporation General Partner may at any time redeem, purchase or otherwise acquire shares of any such junior stock Parity Units in exchange for shares of any stock units of the Corporation General Partner ranking junior (either as to dividends distributions or upon dissolution, liquidation or winding up) to the Series A Junior Participating Preferred SharesUnits; or (iv) redeem or purchase or otherwise acquire for consideration any Series A Junior Participating Preferred SharesUnits, or any stock ranking on a parity with the Preferred SharesParity Units, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsDirectors of the General Partner) to all holders of such shares units upon such terms as the Board of DirectorsDirectors of the General Partner, after consideration of the respective annual dividend distribution 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 Partnership shall not permit any subsidiary of the Corporation Partnership to purchase or otherwise acquire for consideration any shares of stock of the Corporation units unless the Corporation Partnership could, under paragraph (aA) of this Section 43, purchase or otherwise acquire such shares units at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Preferred Shares as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Preferred Shares outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 Preferred Shares; (ii) declare or pay dividends, 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 Preferred Shares, except dividends paid ratably on the Preferred Shares and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Shares; 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 or upon dissolution, liquidation or winding up) to the Preferred Shares; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Shares, or any stock ranking on a parity with the Preferred Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (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 Preferred Shares this Class as provided in Section 2 3 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Preferred Shares this Class outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, on or redeem or purchase or otherwise acquire for consideration any Common Stock or any other shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding upLiquidation) to the Preferred Sharesthis Class; (ii) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding upLiquidation) with the Preferred Sharesthis Class, except dividends paid ratably on the Preferred Shares this Class and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior on a parity (either as to dividends or upon liquidation, dissolution or winding upLiquidation) to the Preferred Shareswith this Class; provided, however, 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 or upon dissolution, liquidation or winding upLiquidation) to the Preferred Sharesthis Class; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Sharesshares of this Class, or any shares of stock ranking on a parity (either as to dividends or upon Liquidation) with the Preferred Sharesthis Class, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) of this Section 47, 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 C Preferred Shares 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 C Preferred Shares outstanding Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding updividends) to the Series C Preferred SharesStock; (ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding updividends) with the Series C Preferred SharesStock, except dividends paid ratably on the Series C Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding upup of the Corporation) to the Series C Preferred Shares; Stock, 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 or and upon dissolution, liquidation or winding upup of the Corporation) to the Series C Preferred SharesStock or rights, warrants or options to acquire such junior stock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Series C Preferred SharesStock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up of the Corporation) with the Series C Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares of Series C Preferred Stock, or shares of Series C Preferred Stock and parity stock, as the case may be, 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 redeem or purchase or otherwise acquire shares of Common Stock unless, in each case, within five days of such transaction, the Corporation makes a purchase offer in writing to all holders of shares of Series C Preferred Stock offering to purchase a number of shares of Series C Preferred Stock equal to the number of shares of Common Stock redeemed or purchased or otherwise acquired in such transaction at a price per share equal to the amount of consideration paid for one share of Common Stock in such transaction and otherwise on terms and conditions no less favorable to the holders of Series C Preferred Stock than those applicable in such transaction (as determined by the Board of Directors in good faith). In the event the Corporation shall declare or pay any dividend on Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case (i) the number of shares of Series C Preferred Stock which holders thereof were entitled to have the Corporation offer to purchase immediately prior to such event under the preceding sentence shall be adjusted by multiplying such number by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event, and (ii) the amount per share to which holders of shares of Series C Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately after such event. (c) The Corporation shall not, and shall not permit any subsidiary Subsidiary of the Corporation to, enter into any agreement with any Person providing for the purchase or other acquisition by such Person (or any other Person) of shares of Common Stock from any Person (other than the Corporation), whether pursuant to tender offer, exchange offer or otherwise, unless, in each case, within five days of the commencement of such transaction, such Person promptly makes a purchase offer in writing to all holders of shares of Series C Preferred Stock offering to purchase a number of shares of Series C Preferred Stock equal to the number of shares of Common Stock purchased or otherwise acquired in such transaction at a price per share equal to the amount of consideration paid for one share of Common Stock in such transaction and otherwise on terms and conditions no less favorable to the holders of Series C Preferred Stock than those applicable in such transaction (as determined by the Board of Directors in good faith). In the event the Corporation shall declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case (i) the number of shares of Series C Preferred Stock which holders thereof were entitled to have redeemed or purchased or otherwise acquired immediately prior to such event under the preceding sentence shall be adjusted by multiplying such number by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately prior to such event, and (ii) the amount per share to which holders of shares of Series C Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock that were outstanding immediately after such event. (d) The Corporation shall not permit any Subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (a) or, (b) or (c) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. (e) Notwithstanding the foregoing, this Section 4 shall not prohibit (i) purchases of Equity Securities of the Corporation or any of its Subsidiaries from executives and other management-level employees of the Corporation or any of its Subsidiaries in connection with customary employment and severance arrangements, or (ii) the acquisition, repurchase, exchange, conversion, redemption or other retirement for value by the Corporation of any Equity Securities of the Corporation in accordance with obligations in existence at the time of original issuance of the Series A Preferred Stock.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Participating Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Participating Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, or set apart for payment any dividends or make any other distributionsdistributions on, on or redeem or purchase or otherwise acquire, directly or indirectly, for consideration any shares of any class of stock of the Corporation ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Participating Preferred SharesStock; (ii) declare or pay dividends, dividends on or make any other distributions, 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 Participating Preferred SharesStock, except dividends paid ratably on the Series A Participating Preferred Shares Stock and all such 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 or purchase or otherwise acquire for 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 Participating Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Series A Participating Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Participating Preferred SharesStock, or any shares of stock ranking on a parity with the Series A Participating Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 Series A Participatingnd 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (a) of this Section 4, purchase or otherwise otehrwise 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 D Preferred Shares 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 shares of Series D Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series D Preferred Sharesstock; (ii) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series D Preferred SharesStock, except dividends paid ratably on the Series D Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series D Preferred SharesStock, other than (A) such redemptions or purchases that may be deemed to occur upon the exercise of stock options, warrants or similar rights or grants, vesting or lapse of restrictions or the grant of any other 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 and (y) the amount of withholding taxes owed by the recipient of such award in respect of such grant, exercise, vesting or lapse of restrictions; providedand (B) the repurchase, howeverredemption, or other acquisition or retirement for value of any such shares from employees, former 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 agreements pursuant to which such shares were acquired, 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 or upon dissolution, liquidation or winding up) to the Series D Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Series D Preferred SharesStock, or any shares of stock ranking on a parity with the Series D Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) of this Section 4IV, 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 Shares 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 shares of Series A Preferred Shares Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) a. declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding updividends) to the Series A Preferred SharesStock; (ii) b. declare or pay dividends, or make any other distributions, 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 SharesStock, except dividends paid ratably on the Series A Preferred Shares Stock and all such 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) c. redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares; providedStock, however, 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 or and upon dissolution, liquidation or winding up) to the Series A Preferred Shares; orStock or rights, warrants or options to acquire such junior stock; (iv) d. redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred SharesStock, 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 SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 Subsidiary of the Corporation Company to purchase or otherwise acquire for consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph (a) of this Section 44(a), purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) A. Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) 1. declare or pay dividends, 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 SharesStock; (ii) 2. declare or pay dividends, 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 SharesStock, except dividends paid ratably on the Series A Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Series A Preferred SharesStock; or (iv) 4. redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred SharesStock, or any shares of stock ranking on a parity with the Series A Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) of this Section 4IV, 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 No Par Preferred Shares Stock as provided in Section 2 are in arrearshave not been declared or paid for any fiscal year, thereafter and until all accrued and unpaid such dividends and distributions, whether or not declared, distributions for such fiscal year on shares of Series A No Par Preferred Shares Stock outstanding shall have been declared and paid in full, the Corporation corporation shall not:not in such fiscal year (ia) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Shares; (ii) declare or pay dividends, 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 to the Series A No Par Preferred Shares, Stock except dividends paid ratably on the Series A No Par Preferred Shares and Stock and-all such 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 entitledentitled and dividends or distributions payable in Common Stock; (iiib) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Shares; 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 or upon dissolution, liquidation or winding up) to the Preferred Shares; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Series A No Par Preferred Shares, Stock or any shares of stock ranking on a parity with the Series A No Par Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board board of Directorsdirectors) to all holders of such shares upon such terms as the Board board of Directorsdirectors, 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 corporation shall not permit any subsidiary of the Corporation corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation corporation unless the Corporation corporation could, under paragraph (ai) 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 Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 Preferred SharesStock; (ii) declare or pay dividends, 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 Preferred SharesStock, except dividends paid ratably on the shares of Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Preferred SharesStock, or any shares of stock ranking on a parity with the Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) 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 Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (ia) declare or pay dividends, 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 SharesStock; (iib) declare or pay dividends, 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 SharesStock, except dividends paid ratably on the Series A Preferred Shares Stock and all such 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 (iiic) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares; providedStock, however, 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 or and upon dissolution, liquidation or winding up) to the Series A Preferred Shares; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Shares, or any stock ranking on a parity with the Preferred Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 classesStock. (b2) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) 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 Preferential Dividends have not been paid through the Preferred Shares as provided in Section 2 are in arrearsmost recent Quarterly Payment Date, thereafter and until all accrued and such unpaid dividends and distributions, whether or not declared, Preferential Dividends on shares of Series B Preferred Shares outstanding shall have been paid in fullfull or set aside for payment on the date declared for payment, and in addition to any and all other rights which any holder of Series B Preferred Shares may have in such circumstances, the Corporation Company shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, 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 B Preferred Shares; (ii) declare or pay dividends, dividends on or make any other distributions, distributions on any Parity Shares, other than in accordance with paragraph 2(A) of Section 2; (iii) except as permitted by subparagraph (iv) of this paragraph 4(A), redeem or purchase or otherwise acquire for consideration any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Shares, except dividends paid ratably on the Preferred Shares and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Shares; provided, however, that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock parity shares in exchange for any shares of any stock of the Corporation Company ranking junior (either both as to dividends or and upon dissolutionliquidation, liquidation dissolution or winding up) to the Series B Preferred Shares; or (iv) redeem or purchase or otherwise acquire for consideration any Series B Preferred Shares, or any stock shares ranking on a parity with the Series B Preferred SharesShares (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 such 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 Subsidiary (as hereinafter defined) of the Corporation Company to purchase or otherwise acquire for consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph (aA) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. A “Subsidiary” of the Company shall mean any corporation or other entity of which securities or other ownership interests having ordinary voting power sufficient to elect a majority of the Board of Directors or other persons performing similar functions are beneficially owned, directly or indirectly, by the Company or by any corporation or other entity that is otherwise controlled by the Company. (C) While any Series B Preferred Shares remain issued and outstanding, the Company shall not issue any series of Preference Shares with rights and privileges senior to or greater than those of the Series B Preferred Shares.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series One Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series One Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividends on, make any distributions on, or make any other distributions, on redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding upas to assets) to the Series One Preferred SharesStock; (ii) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding upas to assets) with the Series One Preferred SharesStock, except dividends paid ratably on the Series One Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding upas to assets) to the Series One Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding upas to assets) to the Series One Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Series One Preferred SharesStock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series One Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph Paragraph (aA) 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 B Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series B Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i1) declare or pay dividends, 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 B Preferred SharesStock; (ii2) declare or pay dividends, 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 B Preferred SharesStock, except dividends paid ratably on the Series B Preferred Shares Stock and all such 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; (iii3) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series B Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Series B Preferred SharesStock; or (iv4) redeem or purchase or otherwise acquire for consideration any shares of Series B Preferred SharesStock, or any shares of stock ranking on a parity with the Series B Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) 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 Preferred Shares as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Preferred Shares outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 Preferred Shares; (ii) declare or pay dividends, 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 Preferred Shares, except dividends paid ratably on the Preferred Shares and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Shares; 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 or upon dissolution, liquidation or winding up) to the Preferred Shares; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Shares, or any stock ranking on a parity with the Preferred Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (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 Shares Stock as provided in Section 2 B. are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (ia) declare or pay dividendsdividends on, or make any other distributionsdistributions on, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred SharesStock; (iib) declare or pay dividends, dividends on or make any other distributions, 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 SharesStock, except dividends paid ratably on the Series A Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Series A Preferred Shares; orStock; (ivd) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred Shares, Stock or any shares of stock ranking on a parity with the Series A Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares and the Series A Preferred 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. (b2) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (a1) of this Section 4D, 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 Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred SharesStock; (ii) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Preferred SharesStock, except dividends paid ratably on the Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior on a parity (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Preferred SharesStock, or any shares of stock ranking on a parity with the Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) 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 Preferred Shares as provided in Section 2 Participating Dividends are in arrearsarrears or the Company shall be in default in payment thereof, thereafter and until all accrued and unpaid dividends and distributionsParticipating Dividends, whether or not declared, on shares of Series A Preferred Shares Stock outstanding shall have been paid or set aside for payment in full, and in addition to any and all other rights which any holder of shares of Series A Preferred Stock may have in such circumstances, the Corporation Company shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, 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 SharesStock; (ii) declare or pay dividends, dividends or make any other distributions, 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 SharesStock, except unless dividends are paid ratably on the Series A Preferred Shares Stock and all such 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) except as permitted by subparagraph (iv) of this paragraph (A), redeem or purchase or otherwise acquire for 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 Shares; providedStock, however, provided that the Corporation Company 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 Company ranking junior (both as to dividends and upon liquidation, dissolution 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 stock ranking on a parity with the Series A Preferred Stock (either as to dividends or upon dissolutionliquidation, liquidation dissolution or winding up) to the Preferred Shares; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Shares, or any stock ranking on a parity with the Preferred Shares), except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation Company ranking junior to the Series A Preferred Stock unless the Corporation Company could, under paragraph (aA) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. (C) The Company shall not issue any shares of Series A Preferred Stock except upon exercise of Rights issued pursuant to that certain Rights Agreement dated as of March 9, 2001 between the Company and Mellon Investor Services, LLC, as Rights Agent, a copy of which is on file with the Secretary of the Company at the principal executive office of the Company and shall be made available to holders of record of Common Stock or Series A Preferred Stock without charge upon written request therefor addressed to the Secretary of the Company. Notwithstanding the foregoing sentence, nothing contained in the provisions hereof shall prohibit or restrict the Company from issuing for any purpose any series of Preferred Stock with rights and privileges similar to, different from, or greater than, those of the Series A Preferred Stock.

Certain Restrictions. (aA) Whenever quarterly semi-annual dividends or other dividends or distributions payable on the Series C Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series C Preferred Shares Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding updividends) to the Series C Preferred SharesStock; (ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding updividends) with the Series C Preferred SharesStock, except dividends paid ratably on the Series C Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series C Preferred Shares; providedStock, however, 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 or and upon dissolution, liquidation or winding up) to the Series C Preferred Shares; orStock; (iv) redeem or purchase or otherwise acquire for consideration any shares of Series C Preferred SharesStock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution (either as to dividends or upon liquidation, dissolution or winding up) with the Series C Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph (aA) 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 Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, distributions on shares of Series A Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividends (other than a dividend payable in shares of Common Stock) on, or make any other distributionsdistributions on, 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 Preferred SharesJunior Stock; (ii) declare or pay dividends, dividends on or make any other distributions, 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 SharesStock (“Parity Stock”), except dividends paid ratably on the Series A Preferred Shares Stock and all such parity stock 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidationParity Stock, dissolution or winding up) to the Preferred Shares; provided, however, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock 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 Preferred SharesJunior Stock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred SharesStock, or any stock ranking on a parity with the Preferred Sharesshares of Parity 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 such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) 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 Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred SharesStock; (ii) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Preferred SharesStock, except dividends paid ratably on the Preferred Shares Stock and all such the parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such the shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior on a parity (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Shares; providedStock, however, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior the 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 Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Preferred SharesStock, or any shares of stock ranking on a parity with the Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such the 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) of this Section 4, purchase or otherwise acquire such the shares at such the time and in such mannerthe manner therein described.

Certain Restrictions. (a1) Whenever quarterly dividends or other dividends or distributions payable on the Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Preferred Shares outstanding shall have been paid in full, the Corporation Company shall not: (i) : declare or pay dividendsdividends on, or make any other distributionsdistributions on, 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 Preferred Shares; (ii) ; declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Preferred Shares, except dividends paid ratably on the Preferred Shares and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior on a parity (either as to dividends or upon liquidation, dissolution or winding up) to with the Preferred Shares; provided, however, provided that the Corporation Company 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 Company ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Preferred Shares; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Preferred Shares, Shares or any shares of stock ranking on a parity with the Preferred Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (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 Preferred Series A Preference Shares 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 shares of Preferred Series A Preference Shares outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding updividends) to the Preferred Series A Preference Shares; (ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding updividends) with the Preferred Series A Preference Shares, except dividends paid ratably on the Preferred Series A Preference Shares and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Series A Preference Shares; provided, however, provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock shares in exchange for shares of any stock of the Corporation Company ranking junior (either as to dividends or and upon dissolution, liquidation or winding up) to the Preferred SharesSeries A Preference Shares or rights, warrants or options to acquire such junior shares; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Series A Preference Shares, or any stock shares of shares ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Preferred Series A Preference Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph (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 Shares of Series B Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares outstanding Shares of Series B Preferred Shares outstanding Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred SharesJunior Stock; (ii) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Preferred SharesParity Stock, except dividends paid ratably on the Shares of Series B Preferred Shares Stock and shares of all such parity stock Parity Stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Shares and all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidationJunior Stock, dissolution or winding up) to the Preferred Shares; provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock Junior Stock in exchange for shares of any stock of Junior Stock; provided, further, that the Corporation ranking junior (either as to dividends may repurchase shares of Common Stock owned by terminated employees of, or upon dissolutionconsultants to, liquidation the Corporation or winding up) to the Preferred Shares; orits subsidiaries; (iv) redeem or purchase or otherwise acquire for consideration any Shares of Series B Preferred SharesStock, or any stock ranking on a parity with the Preferred Shares, Parity 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 such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates rates, and other relative rights and preferences of the respective series and classes, shall determine in good faith faith, will result in fair and an 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (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 Junior Preferred Shares Stock as provided in Section 2 2.2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Junior Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 Junior Preferred SharesStock; (ii) declare or pay dividends, 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 Junior Preferred SharesStock, except dividends paid ratably on the Junior Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Preferred Shares; providedStock, however, 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 or upon dissolutionliquidation, liquidation dissolution or winding up) to the Junior Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Junior Preferred SharesStock, or any shares of stock ranking on a parity with the Junior Preferred Shares, 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 such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) of this Section 4, 2.4 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 Preferred Shares as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Shares outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, 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 Shares; (ii) declare or pay dividends, dividends on or make any other distributions, 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 Shares, except dividends paid ratably on the Series A Preferred Shares and all such 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 or purchase or otherwise acquire for consideration any shares of any stock ranking junior on a parity (either as to dividends or upon liquidation, dissolution or winding up) to with the Preferred Shares; provided, however, provided that the Corporation Company may at any time redeem, purchase or otherwise acquire any shares of any such junior stock ranking in parity in exchange for any shares of any stock of the Corporation Company ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Preferred Shares; or (iv) redeem or purchase or otherwise acquire for consideration any Series A Preferred Shares, or any stock shares ranking on a parity with the Series A Preferred Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of such 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 consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph Paragraph (aA) 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 Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 Preferred SharesStock; (ii) declare or pay dividends, 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 Preferred SharesStock, except dividends paid ratably on the Series Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series Preferred Shares; providedStock, however, 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 or and upon dissolution, liquidation or winding up) to the Series Preferred Shares; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Shares, or any stock ranking on a parity with the Preferred Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 classesStock. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) 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 Junior Participating Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Shares Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, 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 Participating Preferred SharesStock; (ii) declare or pay dividends, dividends on or make any other distributions, 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 Junior Participating Preferred SharesStock, except dividends paid ratably on the Series A Junior A-3 47 Participating Preferred Shares Stock and all such 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) except as permitted in Section 4(A)(iv) below, redeem or purchase or otherwise acquire for 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 Junior Participating Preferred Shares; Stock, provided, however, that the Corporation Company 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 Company ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Participating Preferred SharesStock; orand (iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred SharesStock, or any shares of stock ranking on a parity with the Series A Junior Participating Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph (aA) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever quarterly So long as any of the Exchangeable Shares are outstanding, the Company shall not at any time without, but may at any time with, the approval of the holders of the Exchangeable Shares given as specified in Section 10.2 of these share provisions: pay any dividends on the Common Shares or any other shares ranking junior to the Exchangeable Shares, other than stock dividends payable in Common Shares or any such other shares ranking junior to the Exchangeable Shares, as the case may be; redeem or purchase or make any capital distribution in respect of Common Shares or any other shares ranking junior to the Exchangeable Shares; redeem or purchase any other shares of the Company ranking equally with the Exchangeable Shares with respect to the payment of dividends or on any liquidation distribution; or except pursuant to and in accordance with the terms of the Allelix Options, the Allelix Warrants and the Allelix Preferred Shares, issue any Exchangeable Shares or any other shares of the Company ranking equally with, or superior to, the Exchangeable Shares other than by way of stock dividends or distributions payable to the holders of such Exchangeable Shares. The restrictions in Sections 4.1(a), (b), (c) and (d) above shall not apply if all dividends on the Preferred outstanding Exchangeable Shares as provided in Section 2 are in arrears, thereafter corresponding to dividends declared and until all accrued and unpaid dividends and distributions, whether or not declared, paid to date on shares of Preferred the NPS Common Shares outstanding shall have been declared and paid in full, on the Corporation shall not: (i) declare or pay dividends, or make any other distributions, on any shares Exchangeable Shares. DISTRIBUTION ON LIQUIDATION In the event of stock ranking junior (either as to dividends or upon the liquidation, dissolution or winding up) to winding-up of the Preferred Shares; (ii) declare Company or pay dividends, or make any other distributionsdistribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Company in respect of each Exchangeable Share held by such holder on any shares the effective date (the "Liquidation Date") of stock ranking on a parity (either as to dividends or upon such liquidation, dissolution or winding winding-up) with , before any distribution of any part of the Preferred Shares, except dividends paid ratably on assets of the Preferred Shares and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which Company among the holders of all the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per share (the "Liquidation Amount") equal to the Current Market Price of a NPS Common Share on the last Business Day prior to the Liquidation Date, which shall be satisfied in full by the Company causing to be delivered to such holder one NPS Common Share, plus the Dividend Amount. On or promptly after the Liquidation Date, and subject to the exercise by NPS Holdings of the Liquidation Call Right, the Company shall cause to be delivered to the holders of the Exchangeable Shares the Liquidation Amount for each such Exchangeable Share upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA and the Articles of the Company and such additional documents and instruments as the Transfer Agent and the Company may reasonably require, at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company by notice to the holders of the Exchangeable Shares. Payment of the total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the register of members of the Company for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Company or at any office of the Transfer Agent as may be specified by the Company by notice to the holders of Exchangeable Shares, on behalf of the Company of certificates representing NPS Common Shares (which shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any stock ranking junior lien, claim or encumbrance) and a cheque of the Company payable at par at any branch of the bankers of the Company in respect of the remaining portion, if any, of the total Liquidation Amount (either as in each case less any amounts withheld on account of tax required to dividends or be deducted and withheld therefrom). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be holders of such Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof, other than the right to receive their proportionate part of the total Liquidation Amount, unless payment of the total Liquidation Amount for such Exchangeable Shares shall not be made upon liquidationpresentation and surrender of share certificates in accordance with the foregoing provisions, dissolution or winding up) to in which case the Preferred Shares; rights of the holders shall remain unaffected until the total Liquidation Amount has been paid in the manner hereinbefore provided, however, that . The Company shall have the Corporation may right at any time redeem, purchase after the Liquidation Date to deposit or otherwise acquire shares of any such junior stock cause to be deposited the total Liquidation Amount in exchange for shares of any stock respect of the Corporation ranking junior Exchangeable Shares represented by certificates that have not at the Liquidation Date been surrendered by the holders thereof in a custodial account with any chartered bank or trust company in Canada. Upon such deposit being made, the rights of the holders of Exchangeable Shares after such deposit shall be limited to receiving their proportionate part of the total Liquidation Amount (either as in each case less any amounts withheld on account of tax required to dividends or upon dissolutionbe deducted and withheld therefrom) for such Exchangeable Shares so deposited, liquidation or winding up) to against presentation and surrender of the Preferred Shares; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Sharessaid certificates held by them, or any stock ranking on a parity with the Preferred Sharesrespectively, except in accordance with a purchase offer made in writing the foregoing provisions. Upon such payment or by publication (as determined by deposit of the Board of Directors) to all total Liquidation Amount, the holders of such shares upon such terms as the Board of Directors, after consideration Exchangeable Shares shall thereafter be considered and deemed for all purposes to be holders of the respective annual dividend rates and other relative rights and preferences NPS Common Shares delivered to them or the custodian on their behalf. After the Company has satisfied its obligations to pay the holders of the respective series and classesExchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to Section 5.1 of these share provisions, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation such holders shall not permit be entitled to share in any subsidiary further distribution of the Corporation to purchase or otherwise acquire for consideration any shares of stock assets of the Corporation unless the Corporation could, under paragraph (a) of this Section 4, purchase or otherwise acquire such shares at such time and in such mannerCompany.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Shares 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 Shares outstanding Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, dividends or make any other distributions, distributions 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 SharesStock; (ii) declare or pay dividends, or make any other distributions, 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 SharesStock, except dividends paid ratably on the Series A Preferred Shares Stock and all such 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) redeem or redeem, purchase or otherwise acquire for 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 Shares; providedStock, however, 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 (either both as to dividends or and upon dissolution, liquidation or winding upup of the Corporation) to the Series A Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of the Series A Preferred Shares, 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 up of the Corporation) with the Series A Preferred SharesStock, 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 all such 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 consideration any shares of any class of capital stock of the Corporation unless the Corporation could, under paragraph (aA) 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 Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred SharesStock; (ii) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Preferred SharesStock, except dividends paid ratably on the Preferred Shares Stock and all such the parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such the shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior on a parity (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Shares; providedStock, however, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior the 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 Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Preferred SharesStock, or any shares of stock ranking on a parity with the Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such the 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) of this Section 4, purchase or otherwise acquire such the shares at such the time and in such mannerthe manner therein described.

Certain Restrictions. So long as the Original PFDC Stockholders collectively hold at least fifty percent (a50%) Whenever quarterly dividends or other dividends or distributions payable of the Common Stock and at least fifty percent (50%) of the Preferred Stock owned by the PFDC Stockholders in the aggregate on the Preferred Shares as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Preferred Shares outstanding shall have been paid in fulldate hereof, the Corporation Company shall not, and shall not permit any of its Subsidiaries (as applicable) to, without the consent of the PFDC Stockholders (which consent may be evidenced by written approval by the holders of a majority of the PFDC Shares) or written approval by the PFDC Director: (i) declare enter into, amend or pay dividendswaive any material rights with respect to any transaction, agreement, commitment or make arrangement with any other distributionsSummit Stockholder or any Affiliate of any Summit Stockholder, on except for any shares of stock ranking junior (either as to dividends transaction, agreement, commitment or upon liquidation, dissolution or winding up) arrangement which is not substantially less favorable to the Preferred SharesCompany as would be obtainable by the Company at the time in a comparable arm's-length transaction with a Person not affiliated with the Company, any Summit Stockholder or any Affiliate of any Summit Stockholder; provided that the provisions of this Section 10(f)(i) shall not apply to any amendment to or waiver of any of the agreements contemplated by the Acquisition Agreement which is amended or waived pursuant to its terms or to any transactions, agreements, commitments or arrangements (i) contemplated in the Acquisition Agreement or any of the agreements contemplated thereby, including this Agreement or (ii) with respect to the repayment of indebtedness owed to any of the Summit Stockholders or any of their Affiliates which is issued after the date hereof; and provided further that in no event shall any Summit Stockholder or any Affiliate of any Summit Stockholder be entitled to receive any management fees (or its equivalent, whether in cash or Equity Securities) from the Company or any of its Subsidiaries; (ii) declare amend the terms of the Common Stock, Preferred Stock or pay dividendsSubordinated Notes in any manner that would treat the PFDC Stockholders in a disproportionately adverse manner, whether directly or make indirectly through any other distributionsrelated transactions, on any shares as compared to the Summit Stockholders (and with it being understood that, for the avoidance of stock ranking on a parity (either doubt and without limitation, an example of "indirect" disproportionate adverse treatment would be if the Company amended the terms of the Subordinated Notes so as to dividends or upon liquidationreduce the interest rate thereon, dissolution or winding up) with but at the Preferred Shares, except dividends paid ratably same time increased the rate of interest on different notes that were held by the Summit Stockholders but not held by the PFDC Stockholders so as to make the Summit Stockholders whole in respect of the decrease in interest rate on the Preferred Shares and all such parity stock on which dividends are payable or in arrears in proportion Subordinated Notes to the total amounts to which exclusion of the holders of all such shares are then entitledPFDC Stockholders); (iii) approve any material change in the scope of the Company's business in a manner such that thereafter no significant portion of the business of the Company and its Subsidiaries would be related to the development, manufacture, sale or distribution of cosmetics or sunscreen or other similar or related products; (iv) approve the sale, transfer or disposition of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis other than in connection with a Sale of the Company; (v) declare or pay any dividends upon the Common Stock or Preferred Stock held by the Summit Stockholders unless dividends in the same amount per share are declared and paid on the Common Stock and/or Preferred Stock, as the case may be, held by the PFDC Stockholders; (vi) redeem or purchase or otherwise acquire for consideration any shares of any Equity Securities held by the Summit Stockholders unless a pro rata number of shares of the same class of stock ranking junior is redeemed or acquired from the PFDC Stockholders (either based on the total number of shares held by the Summit Stockholders and the PFDC Stockholders), and with it being understood that the PFDC Stockholders shall tender shares of Preferred Stock for purchase or redemption as to dividends or upon liquidation, dissolution or winding up) and to the Preferred Shares; provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares extent required by Section 4 of any such junior stock in exchange for shares of any stock Article IV of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Preferred SharesCompany's certificate of incorporation; or (ivvii) redeem amend the Company's certificate of incorporation or purchase or otherwise acquire for consideration bylaws in a manner that conflicts with any Preferred Shares, or any stock ranking on a parity with the Preferred Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (a) express terms of this Section 4, purchase or otherwise acquire such shares at such time and in such mannerAgreement.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Junior Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Junior Preferred Shares Stock outstanding shall have been paid in full, the Corporation Company shall not: : (i) declare or pay dividends, 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 Junior Preferred Shares; Stock; (ii) declare or pay dividends, 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 Junior Preferred SharesStock, except dividends paid ratably on the Junior Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Junior Preferred SharesStock; or or (iv) redeem or purchase or otherwise acquire for consideration any shares of Junior Preferred SharesStock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Junior Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph (aA) 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 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 shares of Series A Preferred Shares outstanding shall have been paid in full, the Corporation corporation shall not: (ia) declare or pay dividends, 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 Shares; (iib) declare or pay dividends, 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 Shares, except dividends paid ratably on the Series A Preferred Shares and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares; provided, however, provided that the Corporation 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 or upon dissolution, liquidation or winding up) to the Preferred Shares; orof (ivd) redeem or purchase or otherwise acquire for consideration any Series A Preferred Shares, or any shares of stock ranking on a parity with the Series A Preferred Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 corporation shall not permit any subsidiary of the Corporation corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation corporation unless the Corporation corporation could, under paragraph subparagraph (ai) of this Section 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 B Preferred Shares as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series B Preferred Shares outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 Preferred SharesSeries B Preferred; (ii) declare or pay dividends, 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 Preferred SharesSeries B Preferred, except dividends paid ratably on the Series B Preferred Shares and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Shares; providedSeries B Preferred, however, 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 both as to dividends or and upon dissolution, liquidation or winding up) to the Preferred SharesSeries B Preferred; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Sharesshares of Series B Preferred, or any shares of stock ranking on a parity with the Preferred SharesSeries 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 such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. Except with respect to such liquidation preference or stated amount of shares of any class of capital stock or series of preferred stock of the Company or any of its direct or indirect subsidiaries (including any pay-in-kind dividends paid thereon) as shall be issued in lieu of up to $600,000,000 of initial proceeds from the sale of debt securities as part of the Permanent Debt Financing and the first refinancing (if any) of the Permanent Debt Financing, so long as any shares of PIK Preferred Stock remain outstanding, without the written consent of the holders of a majority of the outstanding shares of PIK Preferred Stock or the approval of holders of a majority of the outstanding shares of PIK Preferred Stock at a meeting of such holders called for such purpose: (a) Whenever quarterly dividends or other dividends or distributions payable on the Preferred Shares as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Preferred Shares outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, on any shares of stock ranking junior Junior Securities (either as to other than dividends or upon liquidation, dissolution or winding up) to payable solely in Junior Securities of the Preferred Sharessame class and/or a different class); (ii) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking Parity Securities, except: (A) dividends paid on a parity (either as to dividends or upon liquidation, dissolution or winding up) Basket Parity Securities in accordance with the proviso to Section 4(b)(iii) hereof; provided, however, that after the seventh anniversary of the Effective Date, no cash dividends shall be paid by the Company on Basket Parity Securities at any time when there shall be any unpaid cash dividends due on the PIK Preferred Shares, except Stock; and (B) dividends paid ratably on shares of the PIK Preferred Shares Stock and all such parity stock other Parity Securities 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 or purchase redeem, purchase, repurchase or otherwise acquire for consideration shares of value any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred SharesJunior Securities; provided, however, that the Corporation Company may at any time redeem, purchase purchase, repurchase or otherwise acquire shares of any such junior stock Junior Securities (A) in exchange for shares of any stock Junior Securities or (B) utilizing cash in an amount not greater than the proceeds of any offering by the Corporation ranking junior (either as to dividends Company of Junior Securities effected substantially contemporaneously with the applicable redemption, purchase, repurchase or upon dissolution, liquidation or winding up) to the Preferred Sharesother acquisition; or (iv) redeem or purchase redeem, purchase, repurchase or otherwise acquire for consideration value any Preferred Shares, or any stock ranking on a parity with the Preferred Shares, Parity Securities except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of such shares (including shares of the PIK Preferred Stock) 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 direct or indirect subsidiary of the Corporation Company to purchase or otherwise acquire for consideration value any shares of the capital stock of the Corporation Company unless the Corporation Company could, under paragraph (a) of this Section 45, purchase or otherwise acquire such shares at such time and in such manner. (c) The Company shall not permit any direct or indirect subsidiary of the Company to (i) redeem, purchase, repurchase or otherwise acquire for value any equity securities of any direct or indirect subsidiary of the Company; provided, however, that any such subsidiary may acquire any such equity securities (A) in exchange for any equity securities of the Company or any equity securities of any of its direct or indirect subsidiaries that may be issued in compliance with Section 4(b) hereof and this Section 5 or (B) utilizing cash in an amount not greater than the proceeds of any offering by the Company or any of its direct or indirect subsidiaries of equity securities effected substantially contemporaneously with the applicable redemption, purchase, repurchase or other acquisition; or (ii) issue any equity securities to any Person; provided, however, that any such subsidiary may issue, to any Person that is not an Affiliate of the Company or its officers or directors, equity securities which do not by their terms provide for (A) the payment of dividends or other distributions in cash or other property (other than payments in equity securities that may be issued in compliance with Section 4(b) hereof and this Section 5) or (B) the mandatory redemption, on a date when any shares of the PIK Preferred Stock remain outstanding, of such equity securities for cash or other property (other than redemption payments in equity securities that may be issued in compliance with Section 4(b) hereof and this Section 5); or (iii) pay any dividend or other distribution on any equity securities in cash or other property (other than payments in equity securities that may be issued in compliance with Section 4(b) hereof and this Section 5); provided, however, that none of the restrictions set forth in this Section 5(c) shall apply to any redemption, purchase, repurchase or other acquisition of equity securities from, or any issuance of equity securities to, or the payment of any dividend or other distribution to, the Company or any of its direct or indirect wholly owned subsidiaries. (d) The Company shall not allow any encumbrance or restrictions on the ability of any of its direct or indirect wholly-owned subsidiaries to: (1) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its capital stock to the Company or any other subsidiary; (2) make loans or advances to the Company or any other subsidiary; or (3) transfer any of its properties or assets to the Company or any other subsidiary, except for such encumbrances or restrictions imposed under or by reason of: (i) applicable law; (ii) this Annex A relating to the PIK Preferred Stock; (iii) customary non-assignment provisions of any lease governing a leasehold interest of the Company or any subsidiary; (iv) any instrument governing Acquired Indebtedness (as hereinafter defined) or Acquired Preferred Stock (as hereinafter defined), which encumbrance or restriction is not applicable to any Person (as hereinafter defined), or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; (v) any agreements of the Company or its subsidiaries existing on the date hereof as such agreements are from time to time in effect; provided, however, that any amendments or modifications of such agreements that affect the encumbrances or restrictions of the types subject to this covenant shall not result in such encumbrances or restrictions being less favorable to the Company in any material respect, as determined in good faith by the Board, than the provision as in effect before giving effect to the respective amendment or modification; (vi) any restriction with respect to such a subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the capital stock or assets of such subsidiary pending the closing of such sale or disposition; (vii) an agreement effecting a refinancing, replacement, substitution or restructuring of indebtedness issued, assumed or incurred pursuant to an agreement referred to in clause (iv) or (v) in this Section 5(d); provided, however, that the provisions relating to such encumbrance or restriction contained in any such refinancing, replacement, substitution or restructuring agreement or any such other agreement are no less favorable to the Company in any material respect as determined in good faith by the Board than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clause (iv) or (v); (viii) restrictions on the transfer of assets subject to any lien imposed by the holder of such lien; (ix) any licensing agreement to the extent such restrictions or encumbrances limit the transfer of property subject to such licensing agreement; (x) restrictions relating to preferred stock issued by a subsidiary of the Company in compliance with Section 5(c)(ii) hereof that requires due and payable pay-in-kind dividends (or dividends of equity securities that otherwise are issued in compliance with Section 5(c)(ii) hereof and this Section 5(d)(x)) thereon to be paid in full prior to the payment of dividends on such subsidiary's common stock; or (xi) any agreement or instrument evidencing indebtedness of the Company or any of its subsidiaries including, without limitation, the Bridge Loan (as hereinafter defined) (if any) and the Permanent Debt Financing. (e) The Company shall not, and shall not permit any of its subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (as hereinafter defined) of the Company (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction shall have been approved by a majority of the members of the Board; provided, however, that if such Affiliate Transaction or series of related Affiliate Transactions involve aggregate consideration in excess of $10,000,000, such Affiliate Transaction shall be approved by a majority of the Board and evidenced in a resolution of the Board certifying that that the terms of such Affiliate Transaction are at least as favorable to the Company or the relevant subsidiary as might reasonably have been obtained in a comparable arm's length transaction with an unaffiliated third party; and provided further, the foregoing restrictions shall not apply to such Affiliate Transactions as are exempted from any covenant or restriction relating to transactions between the Company and its Affiliates set forth in the agreements representing the Bridge Loan, the Permanent Debt Financing and the first refinancing (if any) of the Permanent Debt Financing.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends dividend and distributions, whether or not declared, on shares of Series A Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividend on, or make any other distributions, distributions on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred SharesStock; (ii) declare or pay dividends, dividends on or make any other distributions, 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 SharesStock, except dividends paid ratably on the Series A Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to with the Series A Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Series A Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred SharesStock, or any share of stock ranking on a parity with the Series A Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (a) of this Section 44(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 Shares 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 Shares outstanding Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, 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 Preferred SharesJunior Stock; (ii) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking on a parity Parity Stock (either as to dividends or upon liquidation, dissolution or winding up) with the Preferred Sharesdefined in paragraph 12 below), except dividends paid ratably on the Series A Preferred Shares Stock and all such parity stock 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 or purchase repurchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred SharesParity Stock; provided, however, that the Corporation may at any time redeem, purchase repurchase or otherwise acquire shares of any such junior stock 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 Preferred SharesJunior Stock; or (iv) redeem or purchase repurchase or otherwise acquire for consideration any shares of Series A Preferred SharesStock, or any stock ranking on a parity with the Preferred Sharesshares of Parity 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 such 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.. A-3 (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph subparagraph (a) of this Section 4above, 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 Junior Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Junior Preferred Shares Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends, 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 Junior Preferred SharesStock; (ii) declare or pay dividends, 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 Junior Preferred SharesStock, except dividends paid ratably on the Junior Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Junior Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Junior Preferred SharesStock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Junior Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph (aA) 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 Preferred Shares this Series as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Preferred Shares this Series outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, 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 Preferred Sharesthis Series; (ii) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidationliquida­tion, dissolution or winding up) with the Preferred Shares, this Series except dividends paid ratably on the Preferred Shares this Series and all such 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 or purchase or otherwise acquire ac­quire for consideration any shares of any stock ranking junior on a parity (either as to dividends or upon liquidationliquida­tion, dissolution or winding up) to the Preferred Shares; provided, however, with this Series provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock parity shares in exchange for shares of any stock of the Corporation Company ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Preferred Sharesthis Series; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Sharesshares of this Series, or any stock shares ranking on a parity with the Preferred Sharesthis Series, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph subsection (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 Shares 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 shares of Series A Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not, without the prior written consent of holders of a majority of the shares of Series A Preferred Stock: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, on or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as Junior Securities, other than in accordance with and pursuant to dividends or upon liquidation, dissolution or winding up) definitive agreements in effect prior to the Preferred Sharesfirst Date of Issuance hereunder; (ii) declare or pay dividends, dividends on or make any other distributions, 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 SharesStock, except dividends paid ratably on the Series A Preferred Shares Stock and all such 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 or purchase or otherwise acquire for 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 Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Preferred Shares; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Shares, or any stock ranking on a parity with the Preferred Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 classesJunior Securities. (bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph Paragraph (aA) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. (C) Other than the Series B Preferred Stock, the Corporation shall not, without the prior written consent of holders of a majority of the shares of Series A Preferred Stock, create, authorize or issue any shares of stock ranking on a parity with, or senior to, in each case either as to dividends or upon liquidation, dissolution or winding up, the Series A Preferred Stock.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series D Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series D Preferred Shares Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) : declare or pay dividends, 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 D Preferred Shares; (ii) Stock; declare or pay dividends, 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 D Preferred SharesStock, except dividends paid ratably on the Series D Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series D Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Series D Preferred SharesStock; or (iv) or redeem or purchase or otherwise acquire for consideration any shares of Series D Preferred SharesStock, or any shares of stock ranking on a parity with the Series D Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 Series Dnd 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 consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph (aA) 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 B Preferred Shares as provided in Section 2 Stock are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series B Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 B Preferred SharesStock; (ii) declare or pay dividends, 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 B Preferred SharesStock, except dividends paid ratably on the Series B Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) ), to the Series B Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Series B Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Series B Preferred SharesStock, or any shares of stock ranking on a parity with the Series B Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) Whenever 4.1 Whatever quarterly dividends or other dividends or distributions payable on the Junior Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Junior Preferred Shares Stock outstanding shall have been paid in full, the Corporation Company shall not: (ia) declare or pay dividends, 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 Junior Preferred SharesStock; (iib) declare or pay dividends, 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 Junior Preferred SharesStock, except dividends paid ratably on the Junior Preferred Shares Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts amount to which the holders of all such shares are then the entitled; (iiic) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Junior Preferred SharesStock; or (ivd) redeem or purchase or otherwise acquire for consideration any shares of Junior Preferred SharesStock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Junior Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph (aA) 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 Units of Series A Junior Participating Preferred Shares 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 shares outstanding Units of Series A Junior Participating Preferred Shares outstanding Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, 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 Preferred Sharesstock; (ii) declare or pay dividendsdividends on, or make any other distributionsdistributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Preferred Sharesstock, except dividends paid ratably on the Units of Series A Junior Participating Preferred Shares Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidationparity stock, dissolution or winding up) to the Preferred Shares; provided, however, 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 or upon dissolution, liquidation or winding up) to the Preferred Sharesstock; or (iv) redeem or purchase or otherwise acquire for consideration any Units of Series A Junior Participating Preferred SharesStock, or any stock ranking on a shares of parity with the Preferred Sharesstock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units and shares of 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 and classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation Corporation, unless the Corporation could, under paragraph (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 Preferred Shares this Series as provided in Section 2 3 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Preferred Shares this Series outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, on or redeem or purchase or otherwise acquire for consideration any Common Stock or any other shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding upLiquidation) to the Preferred Sharesthis Series; (ii) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding upLiquidation) with the Preferred Sharesthis Series, except dividends paid ratably on the Preferred Shares this Series and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior on a parity (either as to dividends or upon liquidationLiquidation) with this Series; PROVIDED, dissolution or winding up) to the Preferred Shares; provided, howeverHOWEVER, 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 or upon dissolution, liquidation or winding upLiquidation) to the Preferred Sharesthis Series; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Sharesshares of this Series, or any shares of stock ranking on a parity (either as to dividends or upon Liquidation) with the Preferred Sharesthis Series, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) of this Section 47, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (aA) Whenever quarterly dividends Series B Preferential Cash Dividends or other dividends or distributions payable on the Preferred Shares as provided in Section 2 Series B Participating Dividends are in arrearsarrears or the Corporation shall be in default of payment thereof, thereafter and until all accrued and unpaid dividends Series B Preferential Cash Dividends and distributionsSeries B Participating Dividends, whether or not declared, on shares of Series B Preferred Shares Stock outstanding shall have been paid (or a sum sufficient for payment thereof has been set aside) in full, and in addition to any and all other rights which any holder of shares of Series B Preferred Stock may have in such circumstances, the Corporation shall not: (i) declare or pay dividendsdividends on, or make any other distributionsdistributions on, 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 B Preferred SharesStock; (ii) declare or pay dividends, dividends on or make any other distributions, distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred SharesStock, except unless dividends are paid ratably on the Series B Preferred Shares Stock and all such 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 entitledentitled if the full dividends accrued thereon were to be paid; (iii) except as permitted by subparagraph (iv) of this paragraph (4)(A), redeem or purchase or otherwise acquire for 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 B Preferred Shares; providedStock, however, 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 both as to dividends or and upon dissolutionliquidation, liquidation dissolution or winding up) to the Series B Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Series B Preferred SharesStock, or any shares of stock ranking on a parity with the Series B Preferred SharesStock (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 such 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 Subsidiary (as hereinafter defined) of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. A "Subsidiary" of the Corporation shall mean any corporation or other entity of which securities or other ownership interests having ordinary voting power sufficient to elect a majority of the Board of Directors or other persons performing similar functions are beneficially owned, directly or indirectly, by the Corporation or by any corporation or other entity that is otherwise controlled by the Corporation.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Junior Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Junior Preferred Shares Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends, 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 Junior Preferred SharesStock; (ii) declare or pay dividends, 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 Junior Preferred SharesStock, except dividends paid ratably on the Junior Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Junior Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Junior Preferred SharesStock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Junior Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph (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 G Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series G Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 G Preferred SharesStock; (ii) declare or pay dividends, 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 G Preferred SharesStock, except dividends paid ratably on the shares of Series G Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series G Preferred SharesStock; 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 or upon dissolution, liquidation or winding up) to the Series G Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Series G Preferred SharesStock, or any shares of stock ranking on a parity with the Series G Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (a) of this Section 44(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 Shares as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Shares outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 Preferred SharesSeries A Preferred; (ii) declare or pay dividends, 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 Preferred SharesSeries A Preferred, except dividends paid ratably on the Series A Preferred Shares and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Shares; providedSeries A Preferred, however, 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 both as to dividends or and upon dissolution, liquidation or winding up) to the Preferred SharesSeries A Preferred; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Sharesshares of Series A Preferred, or any shares of stock ranking on a parity with the Preferred SharesSeries 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 such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. (C) Shares of Series A Preferred and shares of Series B Preferred shall be entitled to participate ratably, on a share-for-share basis as if all such shares were of a single class, in such dividends, whether in cash, stock or otherwise, as may be declared by the Board of Directors from time to time out of funds of the Corporation legally available therefor in respect of such series of Preferred Stock; provided, however, that any dividends payable in shares of Series A Preferred or Series B Preferred or Common Stock (or payable in rights to subscribe for or purchase shares of Series A Preferred or Series B Preferred or Common Stock or securities or indebtedness convertible into or exchangeable for shares of Series A Preferred or Series B Preferred or Common Stock) shall be declared and paid at the same rate on each of the Series A Preferred or Series B Preferred and only: (i) in shares of Series A Preferred or Class A Common Stock (or rights to subscribe for or to purchase shares of Class A Common Stock or securities or indebtedness convertible into or exchangeable for shares of Class A Common Stock or Series A Preferred) to holders of Series A Preferred; and (ii) in shares of Series B Preferred or Class B Common Stock (or rights to subscribe for or to purchase shares of Class B Common Stock or securities convertible into or exchangeable for shares of Class B Common Stock or Series B Preferred) to holders of Series B Preferred.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Junior Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Junior Preferred Shares Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividends, 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 Junior Preferred SharesStock; (ii) declare or pay dividends, 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 Junior Preferred SharesStock, except dividends paid ratably on the Junior Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Junior Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Junior Preferred SharesStock, or any shares of stock ranking on a parity with the Junior Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph (aA) 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 B Preferred Shares as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series B Preferred Shares outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 Preferred SharesSeries B Preferred; (ii) declare or pay dividends, 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 Preferred SharesSeries B Preferred, except dividends paid ratably on the Series B Preferred Shares and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Shares; providedSeries B Preferred, however, 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 both as to dividends or and upon dissolution, liquidation or winding up) to the Preferred SharesSeries B Preferred; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Sharesshares of Series B Preferred, or any shares of stock ranking on a parity with the Preferred SharesSeries 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 such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. (C) Shares of Series A Preferred and shares of Series B Preferred shall be entitled to participate ratably, on a share-for-share basis as if all such shares were of a single class, in such dividends, whether in cash, stock or otherwise, as may be declared by the Board of Directors from time to time out of funds of the Corporation legally available therefor in respect of such series of Preferred Stock; provided, however, that any dividends payable in shares of Series A Preferred or Series B Preferred or Common Stock (or payable in rights to subscribe for or purchase shares of Series A Preferred or Series B Preferred or Common Stock or securities or indebtedness convertible into or exchangeable for shares of Series A Preferred or Series B Preferred or Common Stock) shall be declared and paid at the same rate on each of the Series A Preferred or Series B Preferred and only: (i) in shares of Series A Preferred or Class A Common Stock (or rights to subscribe for or to purchase shares of Class A Common Stock or securities or indebtedness convertible into or exchangeable for shares of Class A Common Stock or Series A Preferred) to holders of Series A Preferred; and (ii) in shares of Series B Preferred or Class B Common Stock (or rights to subscribe for or to purchase shares of Class B Common Stock or securities convertible into or exchangeable for shares of Class B Common Stock or Series B Preferred) to holders of Series B Preferred.

Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i1) declare or pay dividends, 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 SharesStock; (ii2) declare or pay dividends, 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 SharesStock, except dividends paid ratably on the Series A Preferred Shares Stock and all such 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; (iii3) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Series A Preferred SharesStock; or (iv4) redeem or purchase or otherwise acquire for consideration any shares of Series A Preferred SharesStock, or any shares of stock ranking on a parity with the Series A Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (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 Preferred Shares as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Preferred Shares outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 Preferred Shares; (ii) declare or pay dividends, 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 Preferred Shares, except dividends paid ratably on the Preferred Shares and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Shares; 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 or upon dissolution, liquidation or winding up) to the Preferred Shares; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Shares, or any stock ranking on a parity with the Preferred Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. So long as any of the Exchangeable Shares are outstanding, the Company shall not at any time without, but may at any time with, the approval of the holders of the Exchangeable Shares given as specified in Section 11(a): (a) Whenever quarterly dividends or other pay any dividends or distributions payable on the Preferred Common Shares as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid or any other shares ranking junior to the Exchangeable Shares with respect to the payment of dividends and or distributions, whether other than stock dividends payable in Common Shares or not declaredany such other shares ranking junior to the Exchangeable Shares, on shares of Preferred Shares outstanding shall have been paid in full, as the Corporation shall not:case may be; (ib) declare redeem or pay dividends, purchase or make any capital distribution in respect of Common Shares or any other distributions, on any shares of stock ranking junior (either as to the Exchangeable Shares with respect to the payment of dividends or upon the distribution of the assets in the event of the liquidation, dissolution or winding up) to up of the Preferred SharesCompany, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs; (ii) declare or pay dividends, 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 Preferred Shares, except dividends paid ratably on the Preferred Shares and all such 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 or purchase or otherwise acquire for consideration make any capital distribution in respect of any other shares of any stock the Company ranking junior (either as equally with the Exchangeable Shares with respect to the payment of dividends or upon the distribution of assets in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding upup its affairs; (d) issue any Exchangeable Shares or any other shares of the Company ranking equally with the Exchangeable Shares other, in each case, than by way of stock dividends to the Preferred holders of such Exchangeable Shares; or (e) issue any shares of the Company ranking superior to the Exchangeable Shares, provided, however, that the Corporation may at any time redeemrestrictions in Sections 4(a), (b), (c) and (d) shall not apply if all dividends or distributions on the outstanding Exchangeable Shares corresponding to dividends or distributions declared and paid to date on the Parent Shares shall have been declared and paid in full on the Exchangeable Shares and provided that the proposed redemption, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock other capital distribution does not impair the Company’s ability to redeem all of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Preferred outstanding Exchangeable Shares; or (iv) redeem or purchase or otherwise acquire for consideration any Preferred Shares, or any stock ranking on a parity with the Preferred Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (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 Special Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Special Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 Special Preferred SharesStock; (ii) declare or pay dividends, 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 Special Preferred SharesStock, except dividends paid ratably on the Special Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Special Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Special Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Special Preferred SharesStock, or any shares of stock ranking on a parity with the Special Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) 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 B Preferred Shares 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 B Preferred Shares outstanding Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, or make any other distributions, 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 B Preferred SharesStock; (ii) declare or pay dividends, or make any other distributions, 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 B Preferred SharesStock, except dividends paid ratably on the Series B Preferred Shares Stock and all such 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) redeem or redeem, purchase or otherwise acquire for 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 B Preferred Shares; providedStock, however, 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 (either both as to dividends or and upon dissolution, liquidation or winding upup of the Corporation) to the Series B Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of the Series B Preferred Shares, 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 up of the Corporation) with the Series B Preferred SharesStock, or redeem any shares of such parity stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all the holders of all such shares upon such terms and conditions as the Board of Directors, 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 consideration any shares of any class of capital stock of the Corporation unless the Corporation could, under paragraph (aA) 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 Junior Preferred Shares as provided in Section 2 Stock are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Junior Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 Junior Preferred SharesStock; (ii) declare or pay dividends, 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 Junior Preferred SharesStock, except dividends paid ratably on the Junior Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Junior Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Junior Preferred SharesStock, or any shares of stock ranking on a parity with the Junior Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) of this Section 41, 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 Junior Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Junior Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 Junior Preferred SharesStock; (ii) declare or pay dividends, 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 Junior Preferred SharesStock, except dividends paid ratably on the Junior Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Junior Preferred SharesStock; or (iv) redeem or purchase or otherwise acquire for consideration any shares of Junior Preferred SharesStock, or any shares of stock ranking on a parity with the Junior Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (aA) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Certain Restrictions. (a) a. Whenever quarterly dividends or other dividends or distributions payable on the Junior Preferred Shares as provided in Section 2 Stock are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Junior Preferred Shares Stock outstanding shall have been paid in full, the Corporation shall not: (i) declare or pay dividends, 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 Junior Preferred SharesStock; (ii) declare or pay dividends, 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 Junior Preferred SharesStock, except dividends paid ratably on the Junior Preferred Shares Stock and all such 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Junior Preferred Shares; providedStock, however, 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 or upon dissolution, liquidation or winding up) to the Junior Preferred SharesStock; or (iv) redeem or redeem, purchase or otherwise acquire for consideration any shares of Junior Preferred SharesStock, or any shares of stock ranking on a parity with the Junior Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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 consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (a) a. of this Section 4, 6 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 4.1 So long as any of the Preferred Exchangeable Shares as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Preferred Shares outstanding shall have been paid in fulloutstanding, the Corporation shall notnot at any time without, but may at any time with, the approval of the holders of the Exchangeable Shares given as specified in Section 10.2 of these share provisions: (ia) declare pay any dividends on the Common Shares, the Preferred Shares or pay any other shares ranking junior to the Exchangeable Shares with respect to the payment of dividends, other than stock dividends payable in Common Shares, Preferred Shares or make any such other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Preferred Exchangeable Shares, as the case may be; (ii) declare or pay dividends, 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 Preferred Shares, except dividends paid ratably on the Preferred Shares and all such 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; (iiib) redeem or purchase or otherwise acquire for consideration make any capital distribution in respect of Common Shares, Preferred Shares or any other shares of any stock ranking junior (either as to the Exchangeable Shares with respect to the payment of dividends or upon on any liquidation, dissolution or winding up) to the Preferred Shares; 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 winding-up of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to any other distribution of the Preferred Shares; orassets of the Corporation; (ivc) redeem or purchase or otherwise acquire for consideration make any Preferred capital distribution in respect of any other shares of the Corporation ranking equally with the Exchangeable Shares with respect to the payment of dividends or on any liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation; or (d) issue any Exchangeable Shares or any other shares of the Corporation ranking equally with, or superior to, the Exchangeable Shares other than by way of stock dividends to the holders of such Exchangeable Shares, provided that the restrictions in Subsections 4.1(a), 4.1(b), 4.1(c) and 4.1(d) shall not apply if all dividends on the outstanding Exchangeable Shares corresponding to dividends declared and paid to date on the Acquiror Shares shall have been declared and paid on the Exchangeable Shares as provided for herein. 4.2 In addition to any other restriction on the transfer of the Corporation’s shares set forth in the Corporation’s articles, no holder of Exchangeable Shares may sell, assign, encumber, grant a security interest in, cause the Corporation, Acquiror or CallCo to redeem or otherwise dispose of or transfer (or permit any stock ranking on of the foregoing to occur) whether voluntarily or involuntarily or otherwise (any such transaction being hereinafter called a parity with the Preferred "Transfer") its Exchangeable Shares, except in accordance with operation of law, or with respect to a purchase offer made re-registration of a share certificate evidencing Exchangeable Shares that does not involve a change in writing beneficial ownership. Notwithstanding the foregoing, nothing contained in this Agreement shall prohibit or by publication (as determined prevent a holder of Exchangeable Shares from effecting a Transfer of Exchangeable Shares to the Corporation, Acquiror or CallCo pursuant to the rights, privileges, restrictions and conditions attaching to the Exchangeable Shares, including under the Voting and Exchange Trust Agreement. 4.3 No Transfer of Exchangeable Shares shall be effective or shall be registered on the register of transfers of the Corporation maintained by the Board Transfer Agent except upon delivery to the Transfer Agent of: (a) the share certificate(s) representing such Exchangeable Shares (if not already held by the Transfer Agent) and a stock power of Directors) attorney in form acceptable to all holders of such shares upon such terms as the Board of DirectorsTransfer Agent, after consideration of duly endorsed for Transfer by the respective annual dividend rates and other relative rights and preferences of transferor to the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.transferee; (b) The such assurance or evidence of signatures, identifications or authority to Transfer the Exchangeable Shares as the Transfer Agent may from time to time prescribe; (c) confirmation that the provisions of all applicable securities laws are being complied with, in a form acceptable to the Corporation; and (d) a cheque to the Corporation for such amount as the Corporation reasonably determines is necessary to pay any expenses incurred by the Corporation in respect of the Transfer. 4.4 Notwithstanding any other provision of the rights, privileges, restrictions and conditions of the Exchangeable Shares, or any term or provision of the Support Agreement, the Voting and Exchange Trust Agreement or the Plan of Arrangement, no Acquiror Shares shall be issued (and Acquiror shall not permit be required to issue any subsidiary Acquiror Shares) in connection with any liquidation, dissolution or winding-up of the Corporation to purchase Corporation, or otherwise acquire for consideration any shares retraction, redemption or any other exchange, direct or indirect, of stock Exchangeable Shares, if such issuance of the Corporation unless the Corporation could, under paragraph (a) of this Section 4, purchase or otherwise acquire such shares at such time and in such mannerAcquiror Shares would not be permitted by applicable laws.

Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Shares as provided in Section 2 3 are in arrearsnot paid, thereafter and until all accrued and unpaid such dividends and distributions, whether or not declared, on shares of Series A Preferred Shares outstanding shall have been paid in full, the Corporation Company shall not: (i) declare or pay dividendsdividends or distributions on, or make any other distributionsredeem or purchase or otherwise acquire for consideration, on any shares of stock beneficial interest ranking junior (either as to dividends or distributions, or upon liquidation, dissolution or winding up) to the Series A Preferred Shares;; or (ii) declare or pay dividends, dividends or make any other distributions, distributions on any shares of stock beneficial interest ranking on a parity (either as to dividends or distributions, or upon liquidation, dissolution or winding up) (the "Parity Shares") with the Series A Preferred Shares, except dividends or distributions paid ratably on the Series A Preferred Shares and all such parity stock Parity Shares on which dividends and distributions 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 or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidationParity Shares, dissolution or winding up) to the Preferred Shares; provided, however, provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock Parity Shares in exchange for shares of any stock Shares of the Corporation Company ranking junior (either as to dividends or distributions, or upon dissolution, liquidation or winding up) to the Series A Preferred Shares; or (iv) redeem or purchase or otherwise acquire for consideration any Series A Preferred Shares, or any stock ranking on a parity with the Preferred Parity Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsTrustees) to all holders of such shares upon such terms as the Board of DirectorsTrustees, 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 consideration any shares of stock beneficial interest of the Corporation Company unless the Corporation Company could, under paragraph (aA) of this Section 45, 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 Class B Preferred Shares Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Class B Preferred Shares Stock outstanding shall have been paid in full, the Corporation Company shall not: (i) : declare or pay dividends, 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 Class B Preferred Shares; (ii) Stock; declare or pay dividends, 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 Class B Preferred SharesStock, except dividends paid ratably on the Class B Preferred Shares Stock and all such 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) ; except pursuant to the provisions of the Charter providing for limitations or restrictions on ownership of stock of the Company which are, expressly or by implication, to protect the status of the Company as a Real Estate Investment Trust under the Internal Revenue Code, redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Class B Preferred Shares; providedStock, however, 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 both as to dividends or and upon dissolution, liquidation or winding up) to the Class B Preferred SharesStock; or (iv) or redeem or purchase or otherwise acquire for consideration any shares of Class B Preferred SharesStock, or any shares of stock ranking on a parity with the Class B Preferred SharesStock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such 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) , and except pursuant to the provisions of the Charter providing for limitations or restrictions on ownership of stock of the Company which are, expressly or by implication, to protect the status of the Company as a Real Estate Investment Trust under the Internal Revenue Code. The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph (aA) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.