Common use of Rank Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Rank. The Series B Convertible Senior Preferred Stock shall, with respect to dividends dividend distributions and distributions upon liquidation, winding winding-up or and dissolution of the Corporation, rank (i) senior (to the Junior Preferred Stock, extent set forth herein) to all classes of Common Stock of the Corporation and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation now in existence or hereafter created, created the terms of which do not expressly provide that it ranks senior to, or on a parity with, the Series B Convertible Senior Preferred Stock as to dividends dividend distributions and distributions upon liquidation, winding winding-up or and dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, as “Junior Securities”); (ii) on a parity with Pari Passu Preferred Stock and with any class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank on a parity with the Series B Convertible Senior Preferred Stock as to dividends dividend distributions and distributions upon liquidation, winding winding-up or and dissolution of the Corporation (collectively referred to as “Parity Securities”), provided that any such Parity Securities that were not issued approved by the Holders in accordance with the requirements of paragraph (f)(i6)(b)(i) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to the Senior Preferred Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank senior to the Series B Convertible Senior Preferred Stock as to dividends dividend distributions and distributions upon liquidation, winding winding-up or and dissolution of the Corporation (collectively referred to as “Senior Securities”), provided that any such Senior Securities that were not issued approved by the Holders in accordance with the requirements of paragraph (f)(i6)(b)(ii) hereof shall be deemed to be Junior Securities and not Senior Securities. As of the date hereof, the only outstanding preferred stock of the Corporation is the Corporation’s Series D Preferred Stock. The Senior Preferred Stock ranks senior to the Series D Preferred Stock with respect to dividend distributions and distributions upon liquidation, winding-up and dissolution of the Corporation.

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

Rank. The Series B Convertible A Preferred Stock shall, with respect to dividends dividend and distributions upon other distribution rights, and rights on liquidation, dissolution and winding up or dissolution of the Corporationup, rank (i) senior to the Junior Preferred Stock, to all classes of Common Stock of the Corporation and to each other PARI PASSU with any class of Capital Stock of the Corporation capital stock or series of Preferred Stock hereafter created which expressly provides that it ranks PARI PASSU with the Series A Preferred Stock as to dividends, other distributions, liquidation preference and/or otherwise (collectively, the "Parity Securities"), and (ii) senior to (x) the Common Stock, the Class B Common Stock and all other securities of any class or classes (however designated) of the Corporation hereafter created(other than the Series A Preferred Stock) the holders of which have the right, without limitation as to amount, after payment on any securities entitled to a preference on dividends or other distributions upon any dissolution, liquidation or winding up, either to all or to a share of the balance of payments upon such dissolution, liquidation or winding up (collectively, the terms "Common Stock Instruments") and (y) any other class of capital stock or series of Preferred Stock hereafter created which do does not expressly provide that it ranks senior toPARI PASSU with the Series A Preferred Stock as to dividends, or on a parity withother distributions, liquidation preference and/or otherwise (collectively, the Series B Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, as “"Junior Securities”"); (ii) on a parity . The terms "Parity Securities" and "Junior Securities" as used herein with Pari Passu Preferred Stock and with respect to any class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that capital stock shall only be deemed to refer to such class or series will rank on a parity to the extent it ranks (i) PARI PASSU with or (ii) not PARI PASSU with, as applicable, the Series B Convertible Preferred as to dividends and distributions upon liquidation, winding up or dissolution of the Corporation (collectively referred to as “Parity Securities”), provided that any such Parity Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to the Senior A Preferred Stock and with respect to each dividends, other class of Capital Stock of the distributions, liquidation preference or otherwise. The Corporation or series of Preferred Stock of the Corporation hereafter created the terms of which expressly provide that such class or series will rank shall not issue any securities ranking senior to the Series B Convertible Preferred as Parity Securities with respect to dividends and distributions upon liquidationdividends, winding up distributions, liquidation preference or dissolution of the Corporation (collectively referred to as “Senior Securities”), provided that any such Senior Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Senior Securitiesotherwise.

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

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

Rank. (a) The Series B Convertible F Preferred shallStock will, with respect to dividends and distributions upon rights on liquidation, winding winding-up or dissolution of the Corporationand dissolution, rank (i) senior to the Junior Preferred Stock, to all classes of Common Stock of the Corporation and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation established hereafter created, by the Board of Directors of the Corporation the terms of which do not expressly provide that it such class or series ranks senior to, or on a parity with, the Series B Convertible F Preferred Stock as to dividends and distributions upon rights on liquidation, winding winding-up or and dissolution of the Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, as “"Junior Securities”"); (ii) on a parity with Pari Passu Preferred Stock and with any each class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation established hereafter created by the Board of Directors of the Corporation, the terms of which expressly provide that such class or series will rank on a parity with the Series B Convertible F Preferred Stock as to dividends and distributions upon rights on liquidation, winding winding-up or and dissolution of the Corporation (collectively referred to as “"Parity Securities”"), provided that any such Parity Securities not issued in accordance with the requirements of paragraph (f)(i) hereof shall be deemed to be Junior Securities and not Parity Securities; and (iii) junior to the Senior Preferred Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation established hereafter created by the Board of Directors of the Corporation, the terms of which expressly provide that such class or series will rank senior to the Series B Convertible F Preferred Stock as to dividends and distributions upon rights on liquidation, winding winding-up or and dissolution of the Corporation (collectively referred to as “"Senior Securities”"). (b) The respective definitions of Junior Securities, provided that any such Parity Securities and Senior Securities not issued in accordance with shall also include any warrants, rights or options or other securities exercisable or exchangeable for or convertible into any of the requirements of paragraph Junior Securities, Parity Securities and Senior Securities, as the case may be. (f)(ic) hereof The Series F Preferred Stock shall be deemed subject to be the creation of Junior Securities and not Senior Parity Securities.

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

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

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

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