Common use of Rank Clause in Contracts

Rank. Each share of Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Preferred Stock shall, with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (i) rank senior and prior to the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), and each other class or series of equity securities of the Corporation, whether currently issued or issued in the future, that by its terms does not expressly rank senior to, or on parity with, the Preferred Stock as to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (all of such equity securities, including the Common Stock, are collectively referred to herein as “Junior Securities”), (ii) rank junior to each class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificate, that by its terms expressly ranks senior to the Preferred Stock as to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (all of such equity securities are collectively referred to herein as “Senior Securities”), and (iii) rank on parity with each class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificate, that expressly provides that it ranks on parity with the Preferred Stock as to payment of dividends, redemption payments or rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation (all of such equity securities are collectively referred to herein as “Parity Securities”). The respective definitions of Junior Securities, Senior Securities and Parity Securities shall also include any securities, rights or options exercisable or exchangeable for or convertible into any of the Junior Securities, Senior Securities or Parity Securities, as the case may be.

Rank. Each share of Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Series B Preferred Stock shall, with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (i) rank senior and prior to the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), ) and each other class or series of equity securities of the Corporation, whether currently issued or issued in the future, that by its terms does not expressly rank senior to, or on parity with, ranks junior to the Series B Preferred Stock as to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (all of such equity securities, including the Common Stock, are collectively referred to herein as the “Junior Securities”), ) and (ii) rank junior to each class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificate, that by its terms expressly ranks senior to the Series B Preferred Stock as to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (all of such equity securities are collectively referred to herein as the “Senior Securities”). The respective definitions of Junior Securities and Senior Securities shall also include any securities, and (iii) rank on parity with each rights or options exercisable or exchangeable for or convertible into any of the Junior Securities or Senior Securities, as the case may be. At the time of the initial issuance of the Series B Preferred Stock there shall be no Senior Securities outstanding. For the avoidance of doubt, at the time of the initial issuance of the Series B Preferred Stock or at any time in the future during which shares of Series B Preferred Stock are outstanding, there shall be no other class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificate, Corporation that expressly provides that it ranks on parity with the Series B Preferred Stock as to payment of dividends, redemption payments or rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation (all Corporation. Each other class or series of such equity securities are collectively referred to herein as “Parity Securities”). The respective definitions of Junior Securities, Senior Securities and Parity Securities shall also include any securities, rights or options exercisable or exchangeable for or convertible into any of the Junior SecuritiesCorporation issued at any time during which shares of Series B Preferred Stock are outstanding shall, Senior Securities subject to and in accordance with the provisions of Section 11, expressly by its terms rank junior or Parity Securitiessenior to the Series B Preferred Stock as to payment of dividends, redemption payments or rights (including as to the case may bedistribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation.

Rank. Each share of Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Preferred Stock shall, with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (i) rank senior and prior to the Corporation’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), and each any other class or series of equity securities of the Corporation, whether currently issued or issued in the futurehereafter created, that by its terms does not expressly rank senior to, or on parity with, the Preferred Stock as to payment of dividends, redemption payments, dividends or rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (all of such equity securities, including the Common Stock, are collectively referred to herein as “Junior Securities”), (ii) rank junior to each any class or series of equity securities of the Corporation, whether currently issued or issued in the future hereafter created without violation of this CertificateCertificate of Designations, that by its terms expressly ranks senior to the Preferred Stock as to payment of dividends, redemption payments, dividends or rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (all of such equity securities are collectively referred to herein as “Senior Securities”), and (iii) rank on parity with each any class or series of equity securities of the Corporation, whether currently issued or issued in the future hereafter created without violation of this CertificateCertificate of Designations, that expressly provides that it ranks on parity pari passu with the Preferred Stock as to payment of dividends, redemption payments dividends or rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation (all of such equity securities are collectively referred to herein as “Parity Securities”). The respective definitions of Junior Securities, Senior Securities and Parity Securities shall also include any securities, rights or options exercisable or exchangeable for or convertible into any of the Junior Securities, Senior Securities or Parity Securities, as the case may be.

Rank. Each share of A. With respect to dividend rights, the Series B Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Preferred Stock shall, with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (i) rank senior and prior junior to the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), and each other class or series of equity securities of the Corporation, whether currently issued or issued in the future, that Preferred Stock which by its terms does not expressly rank ranks senior to, or on parity with, to the Series B Preferred Stock as to payment of dividends, redemption payments, rights (including ii) on a parity with each other class or series of Preferred Stock which by its terms ranks on a parity with the Series B Preferred Stock as to payment of dividends, including the distribution of assets) upon liquidationSeries A Preferred Stock, dissolution or winding up par value $0.01 per share, of the affairs Corporation (the "Series A Preferred Stock") and (iii) prior to the Corporation's Common Stock, par value $.01 per share (the "Common Stock"), and, except as specified above, all other classes and series of capital stock of the Corporation hereafter issued by the Corporation. With respect to dividends, or otherwise (all equity securities of such equity securitiesthe Corporation to which the Series B Preferred Stock ranks senior, including the Common Stock, are collectively referred to herein as “the "Junior Dividend Securities”), (ii) rank junior to each class or series of "; all equity securities of the Corporation, whether currently issued or issued in Corporation with which the future without violation of this Certificate, that by its terms expressly ranks senior to the Series B Preferred Stock ranks on a parity, including the Series A Preferred Stock, are collectively referred to herein as the "Parity Dividend Securities"; and all equity securities of the Corporation (other than convertible debt securities) to payment of which the Series B Preferred Stock ranks junior, with respect to dividends, redemption payments, rights (including are collectively referred to herein as the "Senior Dividend Securities." B. With respect to the distribution of assets) assets upon liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or otherwise involuntary, the Series B Preferred Stock shall rank (all of such equity securities are collectively referred i) junior to herein as “Senior Securities”), and (iii) rank on parity with each other class or series of equity securities of Preferred Stock which by its terms ranks senior to the Corporation, whether currently issued or issued in the future without violation of this Certificate, that expressly provides that it ranks on parity with the Series B Preferred Stock as to payment distribution of dividendsassets upon liquidation, redemption payments dissolution or rights winding up, (including ii) on a parity with each other class or series of Preferred Stock which by its terms ranks on a parity with the Series B Preferred Stock as to the distribution of assets) assets upon liquidation, dissolution or winding up of the affairs Corporation, including the Series A Preferred Stock, and (iii) prior to the Common Stock, and, except as specified above, all other classes and series of capital stock of the Corporation (hereinafter issued by the Corporation. With respect to the distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, all of such equity securities of the Corporation to which the Series B Preferred Stock ranks senior, including the Common Stock, are collectively referred to herein as “"Junior Liquidation Securities"; all equity securities of the Corporation (other than convertible debt securities) to which the Series B Preferred Stock ranks on parity, including the Series A Preferred Stock, are collectively referred to herein as "Parity Liquidation Securities”). "; and all equity securities of the Corporation to which the Series B Preferred Stock ranks junior are collectively referred to herein as "Senior Liquidation Securities." C. The respective definitions Series B Preferred Stock shall be subject to the creation of Junior Securities, Senior Dividend Securities and Parity Junior Liquidation Securities shall also include any securities(collectively, rights or options exercisable or exchangeable for or convertible into any of the "Junior Securities, Senior ") but no Parity Dividend Securities or Parity Liquidation Securities (collectively, "Parity Securities") (other than the Series A Preferred Stock), as or Senior Dividend Securities or Senior Liquidation Securities (collectively, "Senior Securities") shall be created except in accordance with the case may beterms hereof and the Investment Agreement, including, without limitation, Article VIII, Section F hereof.

Rank. Each share of A. With respect to dividends, the Series D Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Preferred Stock shall, with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (i) rank senior and prior to the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), and each other class or series of Preferred Stock, except for the Series B Convertible Preferred Stock, par value $0.001 per share, of the Corporation (the "Series B Preferred Stock") and the Series C Convertible Preferred Stock, par value $0.001 per share, of the Corporation (the "Series C Preferred Stock"); (ii) on a parity with the Series B Preferred Stock and the Series C Preferred Stock; and (iii) senior to the Corporation's Common Stock, par value $.001 per share (the "Common Stock"), and, except as specified above, all other classes and series of capital stock of the Corporation hereafter issued by the Corporation. With respect to dividends, all equity securities of the Corporation, whether currently issued or issued in Corporation to which the future, that by its terms does not expressly rank senior to, or on parity with, the Series D Preferred Stock as to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (all of such equity securitiesranks senior, including the Common Stock, are collectively referred to herein as “the "Junior Dividend Securities”), (ii) rank junior to each class or series of "; all equity securities of the Corporation, whether currently issued or issued in Corporation with which the future without violation of this Certificate, that by its terms expressly ranks senior to the Series D Preferred Stock ranks on a parity, including the Series B Preferred Stock and the Series C Preferred Stock, are collectively referred to herein as the "Parity Dividend Securities"; and all equity securities of the Corporation (other than convertible debt securities) to payment of which the Series D Preferred Stock ranks junior, with respect to dividends, redemption payments, rights (including are collectively referred to herein as the "Senior Dividend Securities." B. With respect to the distribution of assets) assets upon liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or otherwise involuntary, the Series D Preferred Stock shall rank (all i) senior to each other class or series of such equity securities are collectively referred to herein as “Senior Securities”)Preferred Stock, except for the Series B Preferred Stock and the Series C Preferred Stock; (ii) on a parity with the Series B Preferred Stock and the Series C Preferred Stock; and (iii) rank on parity with each class or senior to the Common Stock, and, except as specified above, all other classes and series of equity securities capital stock of the Corporation hereafter issued by the Corporation, whether currently issued or issued in the future without violation of this Certificate, that expressly provides that it ranks on parity with the Preferred Stock as to payment of dividends, redemption payments or rights (including as . With respect to the distribution of assets) assets upon liquidation, dissolution or winding up of the affairs Corporation, whether voluntary or involuntary, all equity securities of the Corporation (all of such equity securities to which the Series D Preferred Stock ranks senior, including the Common Stock, are collectively referred to herein as “"Junior Liquidation Securities"; all equity securities of the Corporation (other than convertible debt securities) to which the Series D Preferred Stock ranks on parity, including the Series B Preferred Stock and the Series C Preferred Stock, are collectively referred to herein as "Parity Liquidation Securities”). "; and all equity securities of the Corporation to which the Series D Preferred Stock ranks junior are collectively referred to herein as "Senior Liquidation Securities." C. The respective definitions Series D Preferred Stock shall be subject to the creation of Junior Securities, Senior Dividend Securities and Parity Junior Liquidation Securities shall also include any securities(collectively, rights or options exercisable or exchangeable for or convertible into any of the "Junior Securities"), Senior but no Parity Dividend Securities or Parity Liquidation Securities (collectively, "Parity Securities") (other than the Series B Preferred Stock) or Senior Dividend Securities or Senior Liquidation Securities (collectively, as "Senior Securities") shall be created except in accordance with the case may beterms hereof.

Rank. Each share of Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Preferred Stock shall, with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (i) rank senior and prior to the Corporation’s common stock, par value $0.01 0.001 per share (the “Common Stock”), and each other class or series of equity securities of the Corporation, whether currently issued or issued in the future, that by its terms does not expressly rank senior to, or on parity with, the Preferred Stock as to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (all of such equity securities, including the Common Stock, are collectively referred to herein as “Junior Securities”), (ii) rank junior to each class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificate, that by its terms expressly ranks senior to the Preferred Stock as to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (all of such equity securities are collectively referred to herein as “Senior Securities”), and (iii) rank on parity with each class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificate, that expressly provides that it ranks on parity with the Preferred Stock as to payment of dividends, redemption payments or rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation (all of such equity securities are collectively referred to herein as “Parity Securities”). The respective definitions of Junior Securities, Senior Securities and Parity Securities shall also include any securities, rights or options exercisable or exchangeable for or convertible into any of the Junior Securities, Senior Securities or Parity Securities, as the case may be.

Rank. Each share of A. With respect to dividend rights, the Series A Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Preferred Stock shall, with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (i) rank senior and prior junior to the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), and each other class or series of equity securities of the Corporation, whether currently issued or issued in the future, that Preferred Stock which by its terms does not expressly rank ranks senior to, or on parity with, to the Series A Preferred Stock as to payment of dividends, redemption payments, rights (including ii) on a parity with each other class or series of Preferred Stock which by its terms ranks on a parity with the Series A Preferred Stock as to payment of dividends, including the distribution of assets) upon liquidationSeries B Preferred Stock, dissolution or winding up par value $0.01 per share, of the affairs Corporation (the "Series B Preferred Stock") and (iii) prior to the Corporation's Common Stock, par value $.01 per share (the "Common Stock"), and, except as specified above, all other classes and series of capital stock of the Corporation hereafter issued by the Corporation. With respect to dividends, or otherwise (all equity securities of such equity securitiesthe Corporation to which the Series A Preferred Stock ranks senior, including the Common Stock, are collectively referred to herein as “the "Junior Dividend Securities”), (ii) rank junior to each class or series of "; all equity securities of the Corporation, whether currently issued or issued in Corporation with which the future without violation of this Certificate, that by its terms expressly ranks senior to the Series A Preferred Stock ranks on a parity, including the Series B Preferred Stock, are collectively referred to herein as the "Parity Dividend Securities"; and all equity securities of the Corporation (other than convertible debt securities) to payment of which the Series A Preferred Stock ranks junior, with respect to dividends, redemption payments, rights (including are collectively referred to herein as the "Senior Dividend Securities." B. With respect to the distribution of assets) assets upon liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or otherwise involuntary, the Series A Preferred Stock shall rank (all of such equity securities are collectively referred i) junior to herein as “Senior Securities”), and (iii) rank on parity with each other class or series of equity securities of Preferred Stock which by its terms ranks senior to the Corporation, whether currently issued or issued in the future without violation of this Certificate, that expressly provides that it ranks on parity with the Series A Preferred Stock as to payment distribution of dividendsassets upon liquidation, redemption payments dissolution or rights winding up, (including ii) on a parity with each other class or series of Preferred Stock which by its terms ranks on a parity with the Series A Preferred Stock as to the distribution of assets) assets upon liquidation, dissolution or winding up of the affairs Corporation, including the Series B Preferred Stock, and (iii) prior to the Common Stock, and, except as specified above, all other classes and series of capital stock of the Corporation (hereinafter issued by the Corporation. With respect to the distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, all of such equity securities of the Corporation to which the Series A Preferred Stock ranks senior, including the Common Stock, are collectively referred to herein as “"Junior Liquidation Securities"; all equity securities of the Corporation (other than convertible debt securities) to which the Series A Preferred Stock ranks on parity, including the Series B Preferred Stock, are collectively referred to herein as "Parity Liquidation Securities”). "; and all equity securities of the Corporation to which the Series A Preferred Stock ranks junior are collectively referred to herein as "Senior Liquidation Securities." C. The respective definitions Series A Preferred Stock shall be subject to the creation of Junior Securities, Senior Dividend Securities and Parity Junior Liquidation Securities shall also include any securities(collectively, rights or options exercisable or exchangeable for or convertible into any of the "Junior Securities, Senior ") but no Parity Dividend Securities or Parity Liquidation Securities (collectively, "Parity Securities") (other than the Series B Preferred Stock), as or Senior Dividend Securities or Senior Liquidation Securities (collectively, "Senior Securities") shall be created except in accordance with the case may beterms hereof and the Investment Agreement, including, without limitation, Article VIII, Section F hereof.

Rank. Each share of Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Series B Preferred Stock shall, with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (i) rank senior and prior to the Corporation’s common stock, par value $0.01 per share Common Stock (the “Common Stock”as defined below), the Series A Preferred Stock and each other class or series of equity securities of the Corporation, whether currently issued or issued in the future, that by its terms does not expressly rank senior to, or on parity with, ranks junior to the Series B Preferred Stock as (whether with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise otherwise) (all of such equity securities, including the Series A Preferred Stock and Common Stock, are collectively referred to herein as “Junior Securities”the "JUNIOR SECURITIES"), (ii) rank junior to on a parity with each other class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificatefuture, that does not by its terms expressly provide that it ranks senior to or junior to the Series B Preferred Stock as (whether with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise otherwise) (all of such equity securities are collectively referred to herein as “Senior Securities”the "PARITY SECURITIES"), and (iii) rank on parity with junior to each other class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificatefuture, that expressly provides that it by its terms ranks on parity with senior to the Series B Preferred Stock as (whether with respect to payment of dividends, redemption payments or payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation Corporation, or otherwise) (all of such equity securities are collectively referred to herein as “Parity Securities”the "SENIOR SECURITIES"). The respective definitions of Junior Securities, Senior Parity Securities and Parity Senior Securities shall also include any securities, rights or options exercisable or exchangeable for or convertible into any of the Junior Securities, Senior Parity Securities or Parity Senior Securities, as the case may be.

Rank. Each share of Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Convertible Preferred Stock shall, with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise otherwise, rank (i) rank senior and prior to the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), and each other class or series of equity securities of the Corporation, whether currently issued or issued in the future, that by its express terms does not expressly rank senior to, or on parity with, ranks junior to the Convertible Preferred Stock as (whether with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise otherwise) (all of such equity securities, including the Common Stock, are collectively referred to herein as the “Convertible Preferred Stock Junior Securities”), (ii) rank junior to each on a parity basis with any class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificatefuture, that does not by its terms expressly provide that it ranks senior to or junior to the Convertible Preferred Stock as (whether with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise otherwise) (all of such equity securities are collectively referred to herein as the “Senior Convertible Preferred Stock Parity Securities”), provided that any such Convertible Preferred Stock Parity Securities that were not approved by the Convertible Preferred Stockholders in accordance with Section 4(b) hereof shall be deemed to be Convertible Preferred Stock Junior Securities and not Convertible Preferred Stock Parity Securities, and (iii) rank on parity with junior to each other class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificatefuture, that expressly provides that it by its express terms ranks on parity with senior to the Convertible Preferred Stock as (whether with respect to payment of dividends, redemption payments or payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation Corporation, or otherwise) (all of such equity securities are collectively referred to herein as the “Parity Convertible Preferred Stock Senior Securities”). The respective definitions of Junior Securities, provided that any such Convertible Preferred Stock Senior Securities that were not approved by the Convertible Preferred Stockholders in accordance with Section 4(b) hereof shall be deemed to be Convertible Preferred Stock Junior Securities and Parity Securities shall also include any securities, rights or options exercisable or exchangeable for or convertible into any of the Junior Securities, Senior Securities or Parity Securities, as the case may be.not

Rank. Each share of Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Series A Preferred Stock shall, with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (i) rank senior and prior to the Corporation’s common stock, par value $0.01 per share Common Stock (the “Common Stock”as defined below), and each other class or series of equity securities of the Corporation, whether currently issued or issued in the future, that by its terms does not expressly rank senior to, or on parity with, ranks junior to the Series A Preferred Stock as (whether with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise otherwise) (all of such equity securities, including the Common Stock, are collectively referred to herein as “Junior Securities”the "JUNIOR SECURITIES"), (ii) rank junior to on a parity with each other class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificatefuture, that does not by its terms expressly provide that it ranks senior to or junior to the Series A Preferred Stock as (whether with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise otherwise) (all of such equity securities are collectively referred to herein as “Senior Securities”the "PARITY SECURITIES"), and (iii) rank on parity with junior to each other class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificatefuture, that expressly provides that it by its terms ranks on parity with senior to the Series A Preferred Stock as (whether with respect to payment of dividends, redemption payments or payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation Corporation, or otherwise) (all of such equity securities are collectively referred to herein as “Parity Securities”the "SENIOR SECURITIES"). The respective definitions of Junior Securities, Senior Parity Securities and Parity Senior Securities shall also include any securities, rights or options exercisable or exchangeable for or convertible into any of the Junior Securities, Senior Parity Securities or Parity Senior Securities, as the case may be.

Rank. Each share of The Series B Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Preferred Stock shall, with respect to payment of dividendsdividend rights, redemption paymentsrights and rights upon Liquidation, rights rank (including as a) senior and prior to the distribution all classes or series of assets) upon liquidation, dissolution or winding up of the affairs common stock of the Corporation, or otherwise (i) rank senior and prior to including the Corporation’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), and each other class or series of Capital Stock of the Corporation, the terms of which provide that such class or series shall rank junior to the Series B Preferred, (b) junior to each class or series of Capital Stock of the Corporation, the terms of which provide that such class or series shall rank senior or prior to the Series B Preferred, if any, and (c) on a parity with each class or series of Capital Stock of the Corporation, the terms of which provide that such class or series shall rank on a parity with the Series B Preferred, if any. All equity securities of the CorporationCorporation to which the Series B Preferred ranks senior and prior (whether with respect to dividends, whether currently issued or issued in the future, that by its terms does not expressly rank senior toredemption, or on parity with, the Preferred Stock as to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution Liquidation or winding up of the affairs of the Corporation, or otherwise (all of such equity securitiesotherwise), including the Common Stock, and any rights or options exercisable or convertible therefor, are collectively referred to herein as the “Junior Securities”), (ii) rank junior to each class or series of .” All equity securities of the Corporation, Corporation with which the Series B Preferred ranks on a parity (whether currently issued or issued in the future without violation of this Certificate, that by its terms expressly ranks senior with respect to the Preferred Stock as to payment of dividends, redemption paymentsor upon Liquidation), if any, and any rights (including as to the distribution of assets) upon liquidationor options exercisable or convertible therefor, dissolution or winding up of the affairs of the Corporation, or otherwise (all of such equity securities are collectively referred to herein as the “Senior Parity Securities”), and (iii) rank on parity with each class or series of .” All equity securities of the Corporation, Corporation to which the Series B Preferred ranks junior (whether currently issued or issued in the future without violation of this Certificate, that expressly provides that it ranks on parity with the Preferred Stock as respect to payment of dividends, redemption payments or upon Liquidation or otherwise), if any, and any rights (including as to the distribution of assets) upon liquidationor options exercisable or convertible therefor, dissolution or winding up of the affairs of the Corporation (all of such equity securities are collectively referred to herein as the “Parity Senior Securities”). .” The respective definitions of Junior Securities, Senior Securities and Parity Securities Series B Preferred shall also include any securities, rights or options exercisable or exchangeable for or convertible into any of rank on parity with the Junior Securities, Senior Securities or Parity Securities, as the case may beSeries A Convertible Preferred Stock.

Rank. Each share of Series A Preferred Stock Share shall rank equally in all respects and shall be subject to the provisions herein. The Series A Preferred Stock Shares shall, with respect to payment of dividends, redemption payments, payments or rights (including as to the distribution of assets) upon liquidationLiquidation (as defined below), dissolution or winding up of the affairs of the Corporation, or otherwise (i) rank senior and prior to the Corporation’s common stockshares, par value $0.01 per share (the “Common StockShares”), and each other class or series of equity securities of the Corporation, whether currently issued or issued in the future, that by its terms does not expressly rank senior to, or on parity with, the Series A Preferred Stock Shares as to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the CorporationLiquidation, or otherwise (all of such equity securities, including the Common StockShares, are collectively referred to herein as “Junior Securities”), (ii) rank junior to the Corporation’s debt obligations and each class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of in accordance with this CertificateArticle NINTH, that by its terms expressly ranks senior to the Series A Preferred Stock Shares as to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the CorporationLiquidation, or otherwise (all of such equity securities are collectively referred to herein as “Senior Securities”), and (iii) rank on parity with each class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of in accordance with this CertificateArticle NINTH, that expressly provides that it ranks on parity with the Series A Preferred Stock Shares as to payment of dividends, redemption payments or payments, rights (including as to the distribution of assets) upon liquidationLiquidation, dissolution or winding up of the affairs of the Corporation otherwise (all of such equity securities are collectively referred to herein as “Parity Securities”). The respective definitions of Junior Securities, Senior Securities and Parity Securities shall also include any securities, rights or options exercisable or exchangeable for or convertible into any of the Junior Securities, Senior Securities or Parity Securities, as the case may be.

Rank. Each share of Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The PIK Preferred Stock shall, with respect to payment dividends and distributions upon the liquidation, winding-up and dissolution of dividendsthe Company, redemption paymentsrank prior to all classes of common stock of the Company, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (i) rank senior and prior to the Corporation’s common stockSeries B Convertible Preferred Stock, par value $0.01 .01 per share share, of the Company (the “Common "Junior Preferred Stock”), ") and to each other class of capital stock or series of equity securities preferred stock hereafter created by the Board not in violation of the Corporationterms hereof, whether currently issued or issued in the future, that by its terms does of which do not expressly rank senior to, provide that it ranks prior to or on parity with, pari passu with the PIK Preferred Stock as to payment dividends and distributions upon the liquidation, winding-up and dissolution of dividendsthe Company (collectively referred to with the common stock of the Company and the Junior Preferred Stock as "Junior Securities"). The PIK Preferred Stock shall, redemption paymentswith respect to dividends and distributions upon the liquidation, rights (including winding-up and dissolution of the Company, rank pari passu with any class of capital stock or series of preferred stock hereafter created by the Board not in violation of the terms hereof, the terms of which expressly provide that it ranks pari passu with the PIK Preferred Stock as to the distribution of assets) dividends and distributions upon the liquidation, winding-up and dissolution or winding up of the affairs Company ("Parity Securities"). The PIK Preferred Stock shall, with respect to dividends and distributions upon the liquidation, 81 winding-up and dissolution of the CorporationCompany, or otherwise (all of such equity securities, including the Common Stock, are collectively referred to herein as “Junior Securities”), (ii) rank junior to each class of capital or series of equity securities preferred stock hereafter created by the Board which has been approved by the holders of the CorporationPIK Preferred Stock in accordance herewith, whether currently issued or issued in the future without violation terms of this Certificate, which expressly provide that by its terms expressly it ranks senior prior to the PIK Preferred Stock as to payment of dividends, redemption payments, rights (including as to dividends and distributions upon the distribution of assets) upon liquidation, winding-up and dissolution or winding up of the affairs Company ("Senior Securities"); provided, however, that no such approval by the holders of the Corporation, PIK Preferred Stock shall be required with respect to such liquidation preference or otherwise (all stated amount of such equity securities are collectively referred to herein as “Senior Securities”), and (iii) rank on parity with each shares of any class of capital stock or series of equity securities preferred stock of the Corporation, whether currently issued 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 future without violation sale of this Certificate, that expressly provides that it ranks on parity with the Preferred Stock debt securities as to payment of dividends, redemption payments or rights (including as to the distribution of assets) upon liquidation, dissolution or winding up part of the affairs Permanent Debt Financing (as hereinafter defined) and the first refinancing (if any) of the Corporation (all of such equity securities are collectively referred to herein as “Parity Securities”). The respective definitions of Junior Securities, Senior Securities and Parity Securities shall also include any securities, rights or options exercisable or exchangeable for or convertible into any of the Junior Securities, Senior Securities or Parity Securities, as the case may bePermanent Debt Financing.

Rank. Each share of Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Series C Preferred Stock shall, with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (i) rank senior and prior to the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), the Series A Preferred Stock, the Series B Preferred Stock and each other class or series of equity securities of the Corporation, whether currently issued or issued in the future, that by its terms does not expressly rank senior to, or on parity with, ranks junior to the Series C Preferred Stock as (whether with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise otherwise) (all of such equity securities, including the Series A Preferred Stock, Series B Preferred Stock and Common Stock, are collectively referred to herein as “Junior Securities”the "JUNIOR SECURITIES"), (ii) rank junior to on a parity with each other class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificatefuture, that does not by its terms expressly provide that it ranks senior to or junior to the Series C Preferred Stock as (whether with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise otherwise) (all of such equity securities are collectively referred to herein as “Senior Securities”the "PARITY SECURITIES"), and (iii) rank on parity with junior to each other class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificatefuture, that expressly provides that it by its terms ranks on parity with senior to the Series C Preferred Stock as to payment of dividends(whether with respect redemption payments, redemption payments or rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation Corporation, or otherwise) (all of such equity securities are collectively referred to herein as “Parity Securities”the "SENIOR SECURITIES"). The respective definitions of Junior Securities, Senior Parity Securities and Parity Senior Securities shall also include any securities, rights or options exercisable or exchangeable for or convertible into any of the Junior Securities, Senior Parity Securities or Parity Senior Securities, as the case may be.

Rank. Each share of (a) The Series G Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Series H Preferred Stock shalleach will, with respect to payment of dividends, redemption payments, dividend rights (including as to the distribution of assets) upon and rights on liquidation, dissolution or winding winding-up of the affairs of the Corporationand dissolution, or otherwise rank (i) rank senior and prior to the Corporation’s common stockSeries B Cumulative Convertible Preferred Stock, par value $0.01 .01 per share (share, the “Corporation’s Series F Convertible Redeemable Preferred Stock, par value $.01 per share, all classes of Common Stock”), Stock and to each other class of Capital Stock of the Corporation or series of equity securities Preferred Stock of the Corporation, whether currently issued or issued in Corporation established hereafter by the future, that by its Board of Directors of the Corporation the terms does of which do not expressly rank provide that such class or series ranks senior to, or on a parity with, the Series G Preferred Stock and Series H Preferred Stock as to payment of dividends, redemption payments, dividend rights (including as to the distribution of assets) upon and rights on liquidation, winding-up and dissolution or winding up of the affairs Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, or otherwise (all of such equity securities, including the Common Stock, are collectively referred to herein as “Junior Securities”), ; (ii) rank junior to on a parity with the Series C Preferred Stock, the Series D Preferred Stock and each class of Capital Stock of the Corporation or series of equity securities Preferred Stock of the Corporation established hereafter by the Board of Directors of the Corporation, whether currently issued the terms of which expressly provide that such class or issued in series will rank on a parity with the future without violation of this Certificate, that by its terms expressly ranks senior to the Series G Preferred Stock and Series H Preferred Stock as to payment of dividends, redemption payments, dividend rights (including as to the distribution of assets) upon and rights on liquidation, winding-up and dissolution or winding up of the affairs of the Corporation, or otherwise (all of such equity securities are collectively referred to herein as “Parity Securities”); and (iii) junior to the Corporation’s Series A Senior Exchangeable Redeemable Preferred Shares, par value $.01 per share (the “Senior Exchangeable Redeemable Preferred Shares”), the Corporation’s Series E Redeemable Exchangeable Preferred Shares, par value $.01 per share, and to each class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation established hereafter by the Board of Directors of the Corporation in accordance with Section 9(d) hereof, the terms of which expressly provide that such class or series will rank senior to the Series G Preferred Stock and Series H Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Corporation (collectively referred to as “Senior Securities”); provided that the relative powers, rights and (iii) rank on parity with each class or series of equity securities preferences of the Corporation, whether currently issued or issued Series G Preferred Stock and Series H Preferred Stock vis-a-vis the other shall be as set forth herein and in the future without violation of this Certificate, that expressly provides that it ranks on parity with the Preferred Stock as to payment of dividends, redemption payments or rights Series G Designation. (including as to the distribution of assetsb) upon liquidation, dissolution or winding up of the affairs of the Corporation (all of such equity securities are collectively referred to herein as “Parity Securities”). The respective definitions of Junior Securities, Senior Parity Securities and Parity Senior Securities shall also include any securitieswarrants, rights rights, options or options other securities exercisable or exchangeable for or convertible into any of the Junior Securities, Parity Securities and Senior Securities or Parity Securities, as the case may be. (c) The Series H Preferred Stock shall be subject to the creation of Junior Securities and Parity Securities and, to the extent permitted by Section 9(d), Senior Securities.

Rank. Each share of Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Convertible Preferred Stock shall, with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise otherwise, rank (i) rank senior and prior to the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), and each other class or series of equity securities of the Corporation, whether currently issued or issued in the future, that by its express terms does not expressly rank senior to, or on parity with, ranks junior to the Convertible Preferred Stock as (whether with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise otherwise) (all of such equity securities, including the Common Stock, are collectively referred to herein as the “Convertible Preferred Stock Junior Securities”), (ii) rank junior to each on a parity basis with any class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificatefuture, that does not by its terms expressly provide that it ranks senior to or junior to the Convertible Preferred Stock as (whether with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise otherwise) (all of such equity securities are collectively referred to herein as the “Senior Convertible Preferred Stock Parity Securities”), provided that any such Convertible Preferred Stock Parity Securities that were not approved by the Convertible Preferred Stockholders in accordance with Section 4(b) hereof shall be deemed to be Convertible Preferred Stock Junior Securities and not Convertible Preferred Stock Parity Securities, and (iii) rank on parity with junior to each other class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificatefuture, that expressly provides that it by its express terms ranks on parity with senior to the Convertible Preferred Stock as (whether with respect to payment of dividends, redemption payments or payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation Corporation, or otherwise) (all of such equity securities are collectively referred to herein as the “Parity Convertible Preferred Stock Senior Securities”). The respective definitions of Junior Securities, provided that any such Convertible Preferred Stock Senior Securities that were not approved by the Convertible Preferred Stockholders in accordance with Section 4(b) hereof shall be deemed to be Convertible Preferred Stock Junior Securities and not Convertible Preferred Stock Senior Securities. At the date of the initial issuance of the Convertible Preferred Stock (i) no shares of Convertible Preferred Stock Senior Securities are authorized, issued or outstanding, (ii) shares of Convertible Preferred Stock shall be the only Convertible Preferred Stock Parity Securities authorized, issued or outstanding, and (iii) shares of Common Stock shall also include any securitiesbe the only Convertible Preferred Stock Junior Securities authorized, rights issued or options exercisable or exchangeable for or convertible into any of the Junior Securities, Senior Securities or Parity Securities, as the case may beoutstanding.

Rank. Each share of The Series B Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Preferred Stock shallStock, with respect to priority of payment of dividends, redemption payments, dividends and other distributions and rights (including as to the distribution of assets) upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise will rank (ia) rank senior and prior to the common stock of the Corporation’s common stock, $0.01 par value $0.01 per share (the “Common Stock”), and each to any other class or series of equity securities capital stock of the CorporationCorporation issued on or after the Original Issue Date, whether currently issued or issued in unless the future, terms of such stock expressly provide that by its terms does not expressly rank it ranks senior to, or on parity with, the Series B Preferred Stock as with respect to priority of payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (all of such equity securities, including the Common Stock, are collectively referred to herein as “Junior Securities”), (ii) rank junior to each class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificate, that by its terms expressly ranks senior to the Preferred Stock as to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (all of such equity securities are collectively referred to herein as “Senior Securities”), dividends and (iii) rank on parity with each class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificate, that expressly provides that it ranks on parity with the Preferred Stock as to payment of dividends, redemption payments other distributions or rights (including as to the distribution of assets) upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation (all of such equity securities are collectively referred to herein as together with the Common Stock, the “Parity Junior Equity Securities”); (b) on a parity basis with the 7.50% Series A Cumulative Redeemable Preferred Stock of the Corporation, par value $0.01 per share, and any other class or series of capital stock of the Corporation, issued on or after the Original Issue Date, the terms of which expressly provide that such capital stock will rank on parity with the Series B Preferred Stock with respect to priority of payment of dividends and other distributions or rights upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation (“Parity Equity Securities”); and (c) junior to any class or series of capital stock of the Corporation, the terms of which expressly provide that it ranks senior to the Series B Preferred Stock with respect to priority of payment of dividends and other distributions or rights upon voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation (the “Senior Equity Securities”), and to all existing and future debt obligations of the Corporation. The respective definitions term “capital stock” does not include convertible or exchangeable debt securities, which debt securities prior or subsequent to conversion or exchange will rank senior to the Series B Preferred Stock with respect to priority of Junior Securitiespayment of dividends and other distributions or rights upon voluntary or involuntary liquidation, Senior dissolution or winding up of the affairs of the Corporation. The Corporation’s ability to issue Parity Equity Securities and Parity Senior Equity Securities shall also include any securities, rights or options exercisable or exchangeable for or convertible into any be subject to the provisions of the Junior Securities, Senior Securities or Parity Securities, as the case may beSection 11(c).

Rank. Each share of A. With respect to dividends, the Series C Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Preferred Stock shall, with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (i) rank senior and prior to the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), and each other class or series of Preferred Stock, except for the Series B Convertible Preferred Stock, par value $0.001 per share, of the Corporation (the "Series B Preferred Stock"); (ii) on a parity with the Series B Preferred Stock; and (iii) senior to the Corporation's Common Stock, par value $.001 per share (the "Common Stock"), and, except as specified above, all other classes and series of capital stock of the Corporation hereafter issued by the Corporation. With respect to dividends, all equity securities of the Corporation, whether currently issued or issued in Corporation to which the future, that by its terms does not expressly rank senior to, or on parity with, the Series C Preferred Stock as to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (all of such equity securitiesranks senior, including the Common Stock, are collectively referred to herein as “the "Junior Dividend Securities”), (ii) rank junior to each class or series of "; all equity securities of the Corporation, whether currently issued or issued in Corporation with which the future without violation of this Certificate, that by its terms expressly ranks senior to the Series C Preferred Stock ranks on a parity, including the Series B Preferred Stock, are collectively referred to herein as the "Parity Dividend Securities"; and all equity securities of the Corporation (other than convertible debt securities) to payment of which the Series C Preferred Stock ranks junior, with respect to dividends, redemption payments, rights (including are collectively referred to herein as the "Senior Dividend Securities." B. With respect to the distribution of assets) assets upon liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or otherwise involuntary, the Series C Preferred Stock shall rank (all i) senior to each other class or series of such equity securities are collectively referred to herein as “Senior Securities”)Preferred Stock, except for the Series B Preferred Stock; (ii) on a parity with the Series B Preferred Stock; and (iii) rank on parity with each class or senior to the Common Stock, and, except as specified above, all other classes and series of equity securities capital stock of the Corporation hereafter issued by the Corporation, whether currently issued or issued in the future without violation of this Certificate, that expressly provides that it ranks on parity with the Preferred Stock as to payment of dividends, redemption payments or rights (including as . With respect to the distribution of assets) assets upon liquidation, dissolution or winding up of the affairs Corporation, whether voluntary or involuntary, all equity securities of the Corporation (all of such equity securities to which the Series C Preferred Stock ranks senior, including the Common Stock, are collectively referred to herein as “"Junior Liquidation Securities"; all equity securities of the Corporation (other than convertible debt securities) to which the Series C Preferred Stock ranks on parity, including the Series B Preferred Stock, are collectively referred to herein as "Parity Liquidation Securities”). "; and all equity securities of the Corporation to which the Series C Preferred Stock ranks junior are collectively referred to herein as "Senior Liquidation Securities." C. The respective definitions Series C Preferred Stock shall be subject to the creation of Junior Securities, Senior Dividend Securities and Parity Junior Liquidation Securities shall also include any securities(collectively, rights or options exercisable or exchangeable for or convertible into any of the "Junior Securities"), Senior but no Parity Dividend Securities or Parity Liquidation Securities (collectively, "Parity Securities") (other than the Series B Preferred Stock) or Senior Dividend Securities or Senior Liquidation Securities (collectively, as "Senior Securities") shall be created except in accordance with the case may beterms hereof.

Rank. Each share of (a) The Series C Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Series D Preferred Stock shalleach will, with respect to payment of dividends, redemption payments, dividend rights (including as to the distribution of assets) upon and rights on liquidation, dissolution or winding winding-up of the affairs of the Corporationand dissolution, or otherwise rank (i) rank senior and prior to the Corporation’s common stock6-1/2% Cumulative Convertible Preferred Stock, par value $0.01 .01 per share (the “share, all classes of Common Stock”), Stock and to each other class of Capital Stock of the Corporation or series of equity securities Preferred Stock of the Corporation, whether currently issued or issued in Corporation established hereafter by the future, that by its Board of Directors of the Corporation the terms does of which do not expressly rank provide that such class or series ranks senior to, or on a parity with, the Series C Preferred Stock and Series D Preferred Stock as to payment of dividends, redemption payments, dividend rights (including as to the distribution of assets) upon and rights on liquidation, winding-up and dissolution or winding up of the affairs Corporation (collectively referred to, together with all classes of Common Stock of the Corporation, or otherwise (all of such equity securities, including the Common Stock, are collectively referred to herein as “Junior Securities”), ; (ii) rank junior to on a parity with each class of Capital Stock of the Corporation or series of equity securities Preferred Stock of the Corporation established hereafter by the Board of Directors of the Corporation, whether currently issued the terms of which expressly provide that such class or issued in series will rank on a parity with the future without violation of this Certificate, that by its terms expressly ranks senior to the Series C Preferred Stock and Series D Preferred Stock as to payment of dividends, redemption payments, dividend rights (including as to the distribution of assets) upon and rights on liquidation, winding-up and dissolution or winding up of the affairs of the Corporation, or otherwise (all of such equity securities are collectively referred to herein as “Parity Securities”); and (iii) junior to the Corporation’s 14% Senior Exchangeable Redeemable Preferred Shares, par value $.01 per share (the “Senior Exchangeable Redeemable Preferred Shares”), and to each class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation established hereafter by the Board of Directors of the Corporation in accordance with Section 9(d) hereof, the terms of which expressly provide that such class or series will rank senior to the Series C Preferred Stock and Series D Preferred Stock as to dividend rights and rights on liquidation, winding-up and dissolution of the Corporation (collectively referred to as “Senior Securities”); provided that the relative powers, rights and (iii) rank on parity with each class or series of equity securities preferences of the Corporation, whether currently issued or issued Series C Preferred Stock and Series D Preferred Stock vis-a-vis the other shall be as set forth herein and in the future without violation of this Certificate, that expressly provides that it ranks on parity with the Preferred Stock as to payment of dividends, redemption payments or rights Series C Designation. (including as to the distribution of assetsb) upon liquidation, dissolution or winding up of the affairs of the Corporation (all of such equity securities are collectively referred to herein as “Parity Securities”). The respective definitions of Junior Securities, Senior Parity Securities and Parity Senior Securities shall also include any securitieswarrants, rights rights, options or options other securities exercisable or exchangeable for or convertible into any of the Junior Securities, Parity Securities and Senior Securities or Parity Securities, as the case may be. (c) The Series D Preferred Stock shall be subject to the creation of Junior Securities and Parity Securities and, to the extent permitted by Section 9(d), Senior Securities.

Rank. Each share of (i) The Special Voting Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Preferred Stock shallwill, with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs Trust, rank (a) senior to all equity securities issued by the Trust, the terms of the Corporation, or otherwise (i) which provide that such equity securities rank senior and prior junior to the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), and each other class or series of equity securities of the Corporation, whether currently issued or issued in the future, that by its terms does not expressly rank senior to, or on parity with, the Special Voting Preferred Stock as with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs Trust; (b) junior to all equity securities issued by the Trust, the terms of the Corporation, or otherwise (all of which provide that such equity securities, including the Common Stock, are collectively referred to herein as “Junior Securities”), (ii) securities rank junior to each class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificate, that by its terms expressly ranks senior to the Special Voting Preferred Stock as with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs Trust, including but not limited to the 8.05% Series B Cumulative Redeemable Preferred Stock, par value $0.0001 per share, of the CorporationTrust and the 6.50% Series C Cumulative Convertible Preferred Stock, or otherwise par value $0.0001 per share of the Trust; and (c) on a parity with the Common Stock of the Trust and with all of such other equity securities are collectively issued by the Trust, other than those equity securities referred to herein as “Senior Securities”)in clauses (a) and (b) hereof; provided, however, that after payment in full to the holders of the Special Voting Preferred Stock of the $25.00 per share liquidation amount described in Section (e)(7) of this Article SIXTH, the holders of the Special Voting Preferred Stock will have no right or claim to any of the remaining assets of the Trust, and (iii) rank on parity with each class such remaining assets of the Trust shall be distributed among the holders of Common Stock and any other classes or series of equity securities shares of the Corporation, whether currently issued or issued in the future without violation of this Certificate, that expressly provides that it ranks beneficial interest ranking on a parity with or junior to the Special Voting Preferred Stock as to payment of dividends, redemption payments or rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs Trust, according to their respective rights and preferences and in each case according to their respective number of shares, and the holders of the Corporation Special Voting Preferred Stock shall not be entitled to share therein. (ii) The Special Voting Preferred Stock will, with respect to dividend rights, rank junior to the Common Stock and to all of such other equity securities are collectively referred to herein as issued by the Trust. (iii) The term “Parity Securities”). The respective definitions of Junior Securities, Senior Securities and Parity Securities shall also equity securities” does not include any securities, rights convertible debt securities or options exercisable or exchangeable for or convertible into any other debt securities of the Junior Securities, Senior Securities or Parity Securities, as Trust which will rank senior to the case may beSpecial Voting Preferred Stock prior to conversion.

Rank. Each share of A. With respect to dividend rights, the Series B Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Preferred Stock shall, with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (i) rank senior and prior junior to the Corporation’s common stock, par value $0.01 per share (the “Common Stock”), and each other class or series of equity securities of the Corporation, whether currently issued or issued in the future, that Preferred Stock which by its terms does not expressly rank ranks senior to, or on parity with, to the Series B Preferred Stock as to payment of dividends, redemption payments, rights (including ii) on a parity with each other class or series of Preferred Stock which by its terms ranks on a parity with the Series B Preferred Stock as to payment of dividends, including the distribution of assets) upon liquidationSeries A Cumulative Convertible Preferred Stock, dissolution or winding up without par value (the "SERIES A PREFERRED STOCK"), of the affairs Corporation and (iii) prior to the Corporation's Common Stock, par value $0.25 per share (the "COMMON STOCK"), and, except as specified above, all other classes and series of capital stock of the Corporation hereafter issued by the Corporation. With respect to dividends, or otherwise (all equity securities of such equity securitiesthe Corporation to which the Series B Preferred Stock ranks senior, including the Common Stock, are collectively referred to herein as “Junior Securities”), (ii) rank junior to each class or series of the "JUNIOR DIVIDEND SECURITIES"; all equity securities of the Corporation, whether currently issued or issued in Corporation with which the future without violation of this Certificate, that by its terms expressly ranks senior to the Series B Preferred Stock ranks on a parity, including the Series A Preferred Stock, are collectively referred to herein as the "PARITY DIVIDEND SECURITIES"; and all equity securities of the Corporation (other than convertible debt securities) to payment of which the Series B Preferred Stock ranks junior, with respect to dividends, redemption payments, rights (including are collectively referred to herein as the "SENIOR DIVIDEND SECURITIES." B. With respect to the distribution of assets) assets upon liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or otherwise involuntary, the Series B Preferred Stock shall rank (all of such equity securities are collectively referred i) junior to herein as “Senior Securities”), and (iii) rank on parity with each other class or series of equity securities of Preferred Stock which by its terms ranks senior to the Corporation, whether currently issued or issued in the future without violation of this Certificate, that expressly provides that it ranks on parity with the Series B Preferred Stock as to payment distribution of dividendsassets upon liquidation, redemption payments dissolution or rights winding up, (including ii) on a parity with each other class or series of Preferred Stock which by its terms ranks on a parity with the Series B Preferred Stock as to the distribution of assets) assets upon liquidation, dissolution or winding up of the affairs Corporation, including the Series A Preferred Stock, and (iii) prior to the Common Stock, and, except as specified above, all other classes and series of capital stock of the Corporation (hereinafter issued by the Corporation. With respect to the distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, all of such equity securities of the Corporation to which the Series B Preferred Stock ranks senior, including the Common Stock, are collectively referred to herein as “Parity Securities”"JUNIOR LIQUIDATION SECURITIES" (and together with the Junior Dividend Securities are referred to herein as the "JUNIOR SECURITIES"). The respective definitions of Junior Securities, Senior Securities and Parity Securities shall also include any securities, rights or options exercisable or exchangeable for or convertible into any ; all equity securities of the Junior SecuritiesCorporation (other than convertible debt securities) to which the Series B Preferred Stock ranks on parity, Senior including the Series A Preferred Stock, are collectively referred to herein as "PARITY LIQUIDATION SECURITIES" (and together with the Parity Dividend Securities or Parity Securities, are referred to herein as the case may be"PARITY SECURITIES"); and all equity securities of the Corporation to which the Series B Preferred Stock ranks junior are collectively referred to herein as "SENIOR LIQUIDATION SECURITIES" (and together with the Senior Dividend Securities are referred to herein as the "SENIOR SECURITIES").

Rank. Each share (a) Any class or series of Preferred Stock shall rank equally in all respects and stock of the Corporation, whether now existing or hereafter created, shall be subject deemed to rank: (i) prior to the provisions herein. The Series A Preferred Stock shallStock, with respect to payment of dividends, redemption payments, rights (including either as to the payment of dividends or other amounts or as to distribution of assetsassets upon liquidation, dissolution (whether voluntary or involuntary) or winding up, or both, if the holders of such class or series shall be entitled by the terms thereof to the receipt of dividends or other amounts and of amounts distributable upon liquidation, dissolution or winding up of the affairs of the Corporationup, in preference or otherwise (i) rank senior and prior priority to the Corporation’s common stock, par value $0.01 per share holders of Series A Preferred Stock (the “Common StockSenior Securities”); (ii) on a parity with the Series A Preferred Stock, and each other class or series of equity securities of the Corporation, whether currently issued or issued in the future, that by its terms does not expressly rank senior to, or on parity with, the Preferred Stock as to payment of dividends, redemption payments, rights (including either as to the payment of dividends or other amounts or as to distribution of assetsassets upon liquidation, dissolution (whether voluntary or involuntary) or winding up, or both, whether or not the dividend rates, dividend payment dates or redemption or liquidation prices per share thereof be different from those of the Series A Preferred Stock, if the holders of the Series A Preferred Stock and of such class of stock or series shall be entitled by the terms thereof to the receipt of dividends or other amounts or of amounts distributable upon liquidation, dissolution or winding up of the affairs of the Corporationup, or otherwise both, in proportion to their respective amounts of accrued and unpaid dividends per share or liquidation preferences (all of such equity securitiesincluding, including the Common Stock, are collectively referred but not limited to herein as “Junior Securities”), (ii) rank junior to each class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificate, that by its terms expressly ranks senior to the Preferred Stock preferences as to payment of dividendsdividends or other amounts distributable upon liquidation), redemption paymentswithout preference or priority one over the other and such class of stock or series is not a class of Senior Securities (“Parity Securities”); or (iii) junior to the Series A Preferred Stock, rights (including either as to the payment of dividends or as to the distribution of assetsassets upon liquidation, dissolution (whether voluntary or involuntary) or winding up, or both, if such stock or series shall be Common Stock or if the holders of the Series A Preferred Stock shall be entitled by the terms thereof to receipt of dividends or other amounts, and of amounts distributable upon liquidation, dissolution or winding up of the affairs of the Corporationup, or otherwise (all both, in preference or priority to the holders of shares of such equity securities are collectively referred to herein as “Senior Securities”), and (iii) rank on parity with each class stock or series of equity securities of the Corporation(including, whether currently issued or issued in the future without violation of this Certificate, that expressly provides that it ranks on parity with the Preferred Stock but not limited to preferences as to payment of dividends, redemption payments dividends or rights (including as to the distribution of assets) other amounts distributable upon liquidation, dissolution or winding up of the affairs of the Corporation ) (all of such equity securities are collectively referred to herein as “Parity Junior Securities”). . (b) The respective definitions of Junior Senior Securities, Senior Junior Securities and Parity Securities shall also include any securities, rights or options exercisable or exchangeable for or convertible into any of the Junior Senior Securities, Senior Junior Securities or and Parity Securities, as the case may be.

Rank. Each share of A. With respect to dividend rights, the Series A Preferred Stock shall rank equally in all respects and shall be subject (i) junior to each other class or series of Preferred Stock which by its terms ranks senior to the provisions herein. The Series A Preferred Stock shall, with respect as to payment of dividends, redemption payments, rights (including ii) on a parity with each other class or series of Preferred Stock which by its terms ranks on a parity with the Series A Preferred Stock as to payment of dividends, including, if issued, the distribution of assets) upon liquidationSeries B Cumulative Convertible Preferred Stock, dissolution or winding up of without par value (the affairs "Series B Preferred Stock"), of the Corporation, or otherwise and (iiii) rank senior and prior to the Corporation’s common stock's Series C Junior Participating Preferred Stock, par value $0.01 per share (the “Common "Junior Preferred Stock”"), and each Common Stock, par value $0.25 per share (the "Common Stock"), and, except as specified above, all other class or classes and series of capital stock of the Corporation hereafter issued by the Corporation. With respect to dividends, all equity securities of the Corporation, whether currently issued or issued in Corporation to which the future, that by its terms does not expressly rank senior to, or on parity with, the Series A Preferred Stock as to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (all of such equity securitiesranks senior, including the Common Stock, are collectively referred to herein as “the "Junior Dividend Securities”), (ii) rank junior to each class or series of "; all equity securities of the Corporation, whether currently issued or issued in Corporation with which the future without violation of this Certificate, that by its terms expressly ranks senior to the Series A Preferred Stock ranks on a parity, including the Series B Preferred Stock, are collectively referred to herein as the "Parity Dividend Securities"; and all equity securities of the Corporation (other than convertible debt securities) to payment of which the Series A Preferred Stock ranks junior, with respect to dividends, redemption payments, rights (including are collectively referred to herein as the "Senior Dividend Securities." B. With respect to the distribution of assets) assets upon liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or otherwise involuntary, the Series A Preferred Stock shall rank (all of such equity securities are collectively referred i) junior to herein as “Senior Securities”), and (iii) rank on parity with each other class or series of equity securities of Preferred Stock which by its terms ranks senior to the Corporation, whether currently issued or issued in the future without violation of this Certificate, that expressly provides that it ranks on parity with the Series A Preferred Stock as to payment distribution of dividendsassets upon liquidation, redemption payments dissolution or rights winding up, (including ii) on a parity with each other class or series of Preferred Stock which by its terms ranks on a parity with the Series A Preferred Stock as to the distribution of assets) assets upon liquidation, dissolution or winding up of the affairs Corporation, including the Series B Preferred Stock, and (iii) prior to the Junior Preferred Stock and the Common Stock, and, except as specified above, all other classes and series of capital stock of the Corporation (hereinafter issued by the Corporation. With respect to the distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, all of such equity securities of the Corporation to which the Series A Preferred Stock ranks senior, including the Common Stock, are collectively referred to herein as “"Junior Liquidation Securities" (and together with the Junior Dividend Securities are referred to herein as the "Junior Securities"); all equity securities of the Corporation (other than convertible debt securities) to which the Series A Preferred Stock ranks on parity, including the Series B Preferred Stock, are collectively referred to herein as "Parity Liquidation Securities" (and together with the Parity Dividend Securities are referred to herein as the "Parity Securities”"). The respective definitions of Junior Securities, Senior Securities ; and Parity Securities shall also include any securities, rights or options exercisable or exchangeable for or convertible into any all equity securities of the Junior Corporation to which the Series A Preferred Stock ranks junior are collectively referred to herein as "Senior Liquidation Securities, " (and together with the Senior Dividend Securities or Parity Securities, are referred to herein as the case may be"Senior Securities").

Rank. Each share of Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Series A Preferred Stock shall, with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (ia) rank senior and prior to the Corporation’s common stock, par value $0.01 per share (the “shares of Common Stock”), and each other class or series of equity securities of the Corporation, whether currently issued or issued in the future, that by its terms does not expressly rank senior to, or on parity with, ranks junior to the Series A Preferred Stock as (whether with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise otherwise) (all of such equity securities, including the Common Stock, are collectively referred to herein as the “Junior Securities”), (iib) rank junior to on a parity with each other class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificatefuture, that does not by its terms expressly provide that it ranks senior to or junior to the Series A Preferred Stock as (whether with respect to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise otherwise) (all of such equity securities are collectively referred to herein as the “Senior Parity Securities”), ) and (iiic) rank on parity with junior to each other class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificatefuture, that expressly provides that it by its terms ranks on parity with senior to the Series A Preferred Stock as (whether with respect to payment of dividends, redemption payments or payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation Corporation, or otherwise) (all of such equity securities are collectively referred to herein as the “Parity Senior Securities”). The respective definitions of Junior Securities, Senior Parity Securities and Parity Senior Securities shall also include any securities, rights or options exercisable or exchangeable for or convertible into any of the Junior Securities, Senior Parity Securities or Parity Senior Securities, as the case may be. At the date of the initial issuance of the Series A Preferred Stock there will be no Parity Securities or Senior Securities authorized or outstanding.

Rank. Each share of The Class B Convertible Preferred Stock shall rank equally in all respects and shall be subject to the provisions herein. The Preferred Stock shallUnits, with respect to rights to payment of dividends, redemption payments, rights (including as to the distribution of assets) distributions and amounts payable upon liquidation, dissolution or winding up of the affairs Partnership, including distributions from any Capital Surplus, rank (A) senior to all classes of the CorporationPartnership’s Common Units, General Partner Units and the Incentive Distribution Rights and to each other class or otherwise (i) rank series of equity securities established after the original issue date of the Class B Convertible Preferred Units that is not expressly made senior and prior to or on parity with the Class B Convertible Preferred Units as to the Corporationpayment of distributions and/or amounts payable upon liquidation, dissolution or winding up; (B) pari passu with any other class or series of equity securities established after the Class B Convertible Preferred Unit Issue Date that is not expressly subordinated or senior to the Class B Convertible Preferred Units as to the payment of distributions and/or amounts payable upon liquidation, dissolution or winding up; provided, that any such payments of distributions and/or amounts payable upon liquidation, dissolution or winding up are made pro rata among all pari passu classes; and (C) junior to all of the Partnership’s common stock, par value $0.01 per share (indebtedness and other liabilities with respect to assets available to satisfy claims against the “Common Stock”), Partnership and the Class B Convertible Preferred Units and each other class or series of equity securities of the Corporation, whether currently issued or issued in the future, that by its terms does not expressly rank made senior to, or on parity with, the to Class B Convertible Preferred Stock as to payment of dividends, redemption payments, rights (including Units as to the distribution payment of assets) distributions and amounts payable upon liquidation, dissolution or winding up of the affairs of the Corporationup. No distribution on, repurchase of, redemption of, or otherwise (all acquisition of such equity securities, including the Common Stock, are collectively referred to herein as “Junior Securities”), (ii) any Partnership Securities that rank junior to each class the Class B Convertible Preferred Units may be authorized, declared or series paid by the Board of equity securities of Directors if there is a Cumulative Class B Convertible Preferred Unit Arrearage until such Cumulative Class B Convertible Preferred Unit Arrearage plus the Corporation, whether currently issued or issued Minimum Quarterly Class B Convertible Preferred Unit Distribution Rate for such Quarter is paid in the future without violation of this Certificate, that by its terms expressly ranks senior to the Preferred Stock as to payment of dividends, redemption payments, rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation, or otherwise (all of such equity securities are collectively referred to herein as “Senior Securities”), and (iii) rank on parity with each class or series of equity securities of the Corporation, whether currently issued or issued in the future without violation of this Certificate, that expressly provides that it ranks on parity with the Preferred Stock as to payment of dividends, redemption payments or rights (including as to the distribution of assets) upon liquidation, dissolution or winding up of the affairs of the Corporation (all of such equity securities are collectively referred to herein as “Parity Securities”). The respective definitions of Junior Securities, Senior Securities and Parity Securities shall also include any securities, rights or options exercisable or exchangeable for or convertible into any of the Junior Securities, Senior Securities or Parity Securities, as the case may befull.