Common use of Special Voting Rights Clause in Contracts

Special Voting Rights. (i) If and whenever at any time or times current dividends payable on shares of this Series shall have been in arrears and unpaid in any manner permitted under this Certificate of Designations, Preferences and Rights of Series A Preferred (the "Certificate") in an aggregate amount equal to or exceeding the amount of current dividends due and payable thereon for three (3) semi-annual dividend periods (consecutive or otherwise), then the number of directors constituting the Board of Directors shall be increased by two (2) and the holders of shares of this Series shall have the right, voting separately as a class, to elect two (2) directors of the Corporation to fill such newly- created directorships. (A) Such special voting right may be exercised initially either at a special meeting of the holders of this Series called as hereinafter provided, or at any annual meeting of stockholders held for the purpose of electing directors, and thereafter at each such annual meeting. The right of the holders of this Series to vote for the election of such members of the Board of Directors of the Corporation as aforesaid shall continue until such time as all current dividends accumulated on this Series shall have been paid in full in any manner permitted under this Certificate, at which time the special voting rights of the holders of this Series to vote separately as a class shall terminate and, if such voting right of the holders of this Series shall have terminated, subject to the requirements of the General Corporation Law of Delaware, the term of the directors elected pursuant to subparagraph 4(b)(i) shall terminate. (B) At any time when such voting rights shall have vested in holders of this Series, a proper officer of the Corporation shall, upon the written request of the record holders of at least 10% of the aggregate voting power represented by the then outstanding shares of this Series, addressed to the Secretary of the Corporation, call a special meeting of such holders for the purpose of electing directors pursuant to paragraph 4(b)(i). Such meeting shall be held at the earliest practicable date upon the notice required for annual meetings of stockholders at the place for holding annual meetings of stockholders of the Corporation or, if none, at a place designated by the Board of Directors. If such meeting is not called by the proper officers of the Corporation within thirty (30) days after the personal service of such written request upon the Secretary of the Corporation, or within thirty-five (35) days after mailing the same within the United States of America, by registered mail, addressed to the Secretary of the Corporation at its principal office (such mailing to be evidenced by the registry receipt issued by the postal authorities), then the record holders of at least 10% of the aggregate voting power represented by the then outstanding shares of this Series may designate in writing one of their number to call such meeting at the expense of the Corporation, and such meeting may be called by such person so designated upon the notice required for annual meetings of stockholders and shall be held at the same place as is elsewhere provided for in this subparagraph 4(b)(i)(B) or such other place as is selected by such designated stockholder. Any holder of this Series who would be entitled to vote at such meeting shall have access to the stock books of the Corporation for the purpose of causing a meeting of stockholders to be called pursuant to the provisions of this paragraph 4(b)(i). Notwithstanding the provisions of this subparagraph 4(b)(i)(B), no such special meeting shall be called during a period within ninety (90) days immediately preceding the date fixed for the next annual meeting of stockholders. (C) At the meeting held for the purpose of electing directors at which the holders of this Series shall have the right to elect two (2) directors as provided herein, the presence in person or by proxy of the holders of a majority of the aggregate voting power represented by the then outstanding shares of this Series shall be required and shall be sufficient to constitute a quorum of such class for the election of directors by such holders. At any such meeting or adjournment thereof the absence of a quorum having such special voting rights shall not prevent the election of directors other than those to be elected by the holders of shares having such special voting rights, and the absence of a quorum of the holders of capital stock entitled to elect directors other than those to be elected by the holders of shares having such special voting rights shall not prevent the election of directors to be elected by the holders of shares having these special voting rights. Except as otherwise required by law, in the absence of a quorum of the holders of this Series entitled to vote for the election of directors pursuant to this Section 4(b)(i), a majority of such holders present in person or by proxy shall have the power to adjourn the meeting for the special election of directors, from time to time, without notice other than announcement at the meeting, until a quorum is present. (D) Any vacancy in the Board of Directors in respect of a director elected by holders of shares of this Series pursuant to the voting right created under this Section 4(b)(i) shall be filled by vote of the remaining director so elected, or if there be no such remaining director, by the holders of shares of this Series at a special meeting called in accordance with the procedures set forth in subparagraph 4(b)(i)(A), or, if no such special meeting is called, at the next annual meeting of stockholders. (ii) So long as any shares of this Series remain outstanding, the Corporation shall not, either directly or indirectly, without the affirmative vote at a meeting or the written consent with or without a meeting of the holders of at least two-thirds in number of shares of this Series then outstanding, amend, alter or repeal any of the provisions of the Certificate of Incorporation or the bylaws of the Corporation so as to affect adversely the preferences, special rights or privileges or voting powers of shares of this Series; provided, that the issuance of any class or series of capital stock of the Corporation hereinafter created specifically ranking by its terms senior to or on parity with this Series as to payments of dividends or as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, shall be deemed, for purposes of this subparagraph (i), to affect adversely the preferences, special rights and privileges of shares of this Series. (iii) So long as any shares of this Series remain outstanding, the Corporation shall not, either directly or indirectly, without the affirmative vote at a meeting or written consent with or without a meeting of the holders of at least a majority of the shares of this Series then outstanding take any action which has the effect of increasing the number of shares of this Series which the Corporation is authorized to issue. (iv) In exercising the voting rights set forth in this paragraph 4(b), each share of this Series entitled to such voting right shall have equal voting power, notwithstanding any greater or lesser general voting powers of one or more series or classes of stock. (v) No consent of holders of shares of this Series shall be required for (i) the creation of any indebtedness of any kind of the Corporation, (ii) the authorization or issuance of any Junior Securities or (iii) subject to subparagraphs 4(b)(ii) and 4(b)(iii), the issuance of any shares of preferred stock.

Special Voting Rights. (i) If and whenever at any time or times current dividends payable on shares of this Series shall have been in arrears and unpaid in any manner permitted under this Certificate of Designations, Preferences and Rights of Series A Preferred (the "Certificate") in an aggregate amount equal to or exceeding the amount of current dividends due and payable thereon for three (3) semi-annual dividend periods (consecutive or otherwise), then the number of directors constituting the Board of Directors shall be increased by two (2) and the holders of shares of this Series shall have the right, voting separately as a class, to elect two (2) directors of the Corporation to fill such newly- newly-created directorships. (A) Such special voting right may be exercised initially either at a special meeting of the holders of this Series called as hereinafter provided, or at any annual meeting of stockholders held for the purpose of electing directors, and thereafter at each such annual meeting. The right of the holders of this Series to vote for the election of such members of the Board of Directors of the Corporation as aforesaid shall continue until such time as all current dividends accumulated on this Series shall have been paid in full in any manner permitted under this Certificate, at which time the special voting rights of the holders of this Series to vote separately as a class shall terminate and, if such voting right of the holders of this Series shall have terminated, subject to the requirements of the General Corporation Law of Delaware, the term of the directors elected pursuant to subparagraph 4(b)(i) shall terminate. (B) At any time when such voting rights shall have vested in holders of this Series, a proper officer of the Corporation shall, upon the written request of the record holders of at least 10% of the aggregate voting power represented by the then outstanding shares of this Series, addressed to the Secretary of the Corporation, call a special meeting of such holders for the purpose of electing directors pursuant to paragraph 4(b)(i). Such meeting shall be held at the earliest practicable date upon the notice required for annual meetings of stockholders at the place for holding annual meetings of stockholders of the Corporation or, if none, at a place designated by the Board of Directors. If such meeting is not called by the proper officers of the Corporation within thirty (30) days after the personal service of such written request upon the Secretary of the Corporation, or within thirty-five (35) days after mailing the same within the United States of America, by registered mail, addressed to the Secretary of the Corporation at its principal office (such mailing to be evidenced by the registry receipt issued by the postal authorities), then the record holders of at least 10% of the aggregate voting power represented by the then outstanding shares of this Series may designate in writing one of their number to call such meeting at the expense of the Corporation, and such meeting may be called by such person so designated upon the notice required for annual meetings of stockholders and shall be held at the same place as is elsewhere provided for in this subparagraph 4(b)(i)(B) or such other place as is selected by such designated stockholder. Any holder of this Series who would be entitled to vote at such meeting shall have access to the stock books of the Corporation for the purpose of causing a meeting of stockholders to be called pursuant to the provisions of this paragraph 4(b)(i). Notwithstanding the provisions of this subparagraph 4(b)(i)(B), no such special meeting shall be called during a period within ninety (90) days immediately preceding the date fixed for the next annual meeting of stockholders. (C) At the meeting held for the purpose of electing directors at which the holders of this Series shall have the right to elect two (2) directors as provided herein, the presence in person or by proxy of the holders of a majority of the aggregate voting power represented by the then outstanding shares of this Series shall be required and shall be sufficient to constitute a quorum of such class for the election of directors by such holders. At any such meeting or adjournment thereof the absence of a quorum having such special voting rights shall not prevent the election of directors other than those to be elected by the holders of shares having such special voting rights, and the absence of a quorum of the holders of capital stock entitled to elect directors other than those to be elected by the holders of shares having such special voting rights shall not prevent the election of directors to be elected by the holders of shares having these special voting rights. Except as otherwise required by law, in the absence of a quorum of the holders of this Series entitled to vote for the election of directors pursuant to this Section 4(b)(i), a majority of such holders present in person or by proxy shall have the power to adjourn the meeting for the special election of directors, from time to time, without notice other than announcement at the meeting, until a quorum is present. (D) Any vacancy in the Board of Directors in respect of a director elected by holders of shares of this Series pursuant to the voting right created under this Section 4(b)(i) shall be filled by vote of the remaining director so elected, or if there be no such remaining director, by the holders of shares of this Series at a special meeting called in accordance with the procedures set forth in subparagraph 4(b)(i)(A), or, if no such special meeting is called, at the next annual meeting of stockholders. (ii) So long as any shares of this Series remain outstanding, the Corporation shall not, either directly or indirectly, without the affirmative vote at a meeting or the written consent with or without a meeting of the holders of at least two-thirds in number of shares of this Series then outstanding, amend, alter or repeal any of the provisions of the Certificate of Incorporation or the bylaws of the Corporation so as to affect adversely the preferences, special rights or privileges or voting powers of shares of this Series; provided, that the issuance of any class or series of capital stock of the Corporation hereinafter created specifically ranking by its terms senior to or on parity with this Series as to payments of dividends or as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, shall be deemed, for purposes of this subparagraph (i), to affect adversely the preferences, special rights and privileges of shares of this Series. (iii) So long as any shares of this Series remain outstanding, the Corporation shall not, either directly or indirectly, without the affirmative vote at a meeting or written consent with or without a meeting of the holders of at least a majority of the shares of this Series then outstanding take any action which has the effect of increasing the number of shares of this Series which the Corporation is authorized to issue. (iv) In exercising the voting rights set forth in this paragraph 4(b), each share of this Series entitled to such voting right shall have equal voting power, notwithstanding any greater or lesser general voting powers of one or more series or classes of stock. (v) No consent of holders of shares of this Series shall be required for (i) the creation of any indebtedness of any kind of the Corporation, (ii) the authorization or issuance of any Junior Securities or (iii) subject to subparagraphs 4(b)(ii) and 4(b)(iii), the issuance of any shares of preferred stock.

Special Voting Rights. (a) In the event that (i) If there are accumulated and whenever at unpaid Stated Dividends for a period of more than four (4) consecutive Dividend Payment Dates (a “Dividend Event”), or (ii) a Material Affiliate Event described either (A) in clause (iii) of the definition of such term (insofar as such clause refers to section 3.10 of any time Ancillary Agreement) or times current dividends payable on shares (B) in clause (v) of this Series the definition of such term shall have been occurred and be continuing, or (iii) a Material Affiliate Event described in arrears and unpaid in any manner permitted under this Certificate of Designations, Preferences and Rights of Series A Preferred a clause other than clause (the "Certificate"ii) in an aggregate amount equal to or exceeding the amount of current dividends due and payable thereon for three (3) semi-annual dividend periods (consecutive or otherwise), then the number of directors constituting the Board of Directors shall be increased by two (2) and the holders of shares of this Series above shall have occurred and be continuing, the rightUnaffiliated Holders, voting separately as a class, to elect two (2) directors shall, immediately upon the occurrence of any of the Corporation events described in either clause (i) or clause (ii) or clause (iii), be entitled to fill receive notice of, attend, and vote together with the holders of Common Shares as a single class at any general meeting of the Company’s shareholders (“Special Voting Rights”) provided, however, that if the Material Affiliate Event that shall give rise to the availability of Special Voting Rights is described in clause (iii) above and such newly- created directorshipsMaterial Affiliate Event shall not have resulted from any fraud on the part of the Parent, and if Parent then satisfies the Credit Standard, then the Special Voting Rights shall be exercisable only if Parent has not consummated in full the repurchase of all the Class A Preferred Shares in accordance with the Repo Agreement not later than the forty-fifth calendar day after the earlier of (x) the date on which a notice is provided either by Parent to any Repo Counterparty or by any Repo Counterparty to Parent stating that a Material Affiliate Event has occurred and stating the nature of such event and (y) the date on which the Company shall have obtained Actual Knowledge of the occurrence of such Material Affiliate Event. (Ab) Such special voting right may be exercised initially either at a special meeting of During any period, and for so long as, the holders of this Series called the Class A Preferred Shares are entitled to exercise Special Voting Rights pursuant to clause (a) above, as hereinafter provideda class, or at any annual meeting of stockholders held for the purpose of electing directors, and thereafter at each such annual meeting. The right of the holders of this Series to vote for the election of such members of the Board of Directors of the Corporation as aforesaid shall continue until such time as all current dividends accumulated on this Series shall have been paid in full in any manner permitted under this Certificate, at which time the special voting rights of the holders of this Series to vote separately as a class Company’s shareholders shall terminate andbe weighted such that the Class A Preferred Shares held by the Unaffiliated Holders shall represent, if such voting right in the aggregate, 51% of the holders voting power of this Series shall have terminated, subject to the requirements all shares of the General Corporation Law of DelawareCompany entitled to receive notice of, the term attend, and vote at a general meeting of the directors elected pursuant to subparagraph 4(b)(i) shall terminateCompany’s shareholders. (Bc) At In the event that the Unaffiliated Holders shall at any time when such voting rights shall have vested in holders of this Series, a proper officer of the Corporation shall, upon the written request of the record holders of at least 10% of the aggregate voting power represented by the then outstanding shares of this Series, addressed to the Secretary of the Corporation, call a special meeting of such holders for the purpose of electing directors pursuant to paragraph 4(b)(i). Such meeting shall be held at the earliest practicable date upon the notice required for annual meetings of stockholders at the place for holding annual meetings of stockholders of the Corporation or, if none, at a place designated by the Board of Directors. If such meeting is not called by the proper officers of the Corporation within thirty (30) days after the personal service of such written request upon the Secretary of the Corporation, or within thirty-five (35) days after mailing the same within the United States of America, by registered mail, addressed to the Secretary of the Corporation at its principal office (such mailing to be evidenced by the registry receipt issued by the postal authorities), then the record holders of at least 10% of the aggregate voting power represented by the then outstanding shares of this Series may designate in writing one of their number to call such meeting at the expense of the Corporation, and such meeting may be called by such person so designated upon the notice required for annual meetings of stockholders and shall be held at the same place as is elsewhere provided for in this subparagraph 4(b)(i)(B) or such other place as is selected by such designated stockholder. Any holder of this Series who would be entitled to vote at such meeting shall have access to the stock books of the Corporation for the purpose of causing a meeting of stockholders to be called exercise Special Voting Rights pursuant to the provisions of this paragraph 4(b)(i). Notwithstanding the provisions clause (a) above, such holders shall cease to be so entitled in the event that, and as of this subparagraph 4(b)(i)(B)the first date (the “Cure Date”) on which, (i) the Material Affiliate Event giving rise to such Special Voting Rights shall cease to be continuing (so long as no such special meeting shall be called during a period within ninety (90) days immediately preceding the date fixed for the next annual meeting of stockholders. (C) At the meeting held for the purpose of electing directors at which the holders of this Series other Material Affiliate Event shall have the right to elect two (2occurred and be then continuing) directors as provided herein, the presence in person or by proxy of the holders of a majority of the aggregate voting power represented by the then outstanding shares of this Series shall be required and shall be sufficient to constitute a quorum of such class for the election of directors by such holders. At any such meeting or adjournment thereof the absence of a quorum having such special voting rights shall not prevent the election of directors other than those to be elected by the holders of shares having such special voting rights, and the absence of a quorum of the holders of capital stock entitled to elect directors other than those to be elected by the holders of shares having such special voting rights shall not prevent the election of directors to be elected by the holders of shares having these special voting rights. Except as otherwise required by law, in the absence of a quorum of the holders of this Series entitled to vote for the election of directors pursuant to this Section 4(b)(i), a majority of such holders present in person or by proxy shall have the power to adjourn the meeting for the special election of directors, from time to time, without notice other than announcement at the meeting, until a quorum is present. (D) Any vacancy in the Board of Directors in respect of a director elected by holders of shares of this Series pursuant to the voting right created under this Section 4(b)(i) shall be filled by vote of the remaining director so elected, or if there be no such remaining director, by the holders of shares of this Series at a special meeting called in accordance with the procedures set forth in subparagraph 4(b)(i)(A), or, if no such special meeting is called, at the next annual meeting of stockholders. (ii) So there shall not exist any accumulated and unpaid Stated Dividends (other than Stated Dividends accumulated from and after the most recent Dividend Payment Date preceding the Cure Date). In the case of a Material Affiliate Event described in clause (v) of the definition thereof (other than a proceeding instituted by the Company or any of its Affiliates or to which the Company or any of its Affiliates has given its consent) that has not resulted in the entry of an order for relief or the appointment of a receiver, liquidator or trustee, the Unaffiliated Holders shall cease to be entitled to Special Voting Rights upon a final, non-appealable dismissal with prejudice of such proceeding (so long as any shares no other Material Affiliate Event shall have occurred and be then continuing). For the avoidance of this Series remain outstandingdoubt, the Corporation shall not, either directly or indirectly, without the affirmative vote at recurrence of a meeting or the written consent with or without a meeting Material Affiliate Event of the holders of at least two-thirds in number of shares of this Series then outstanding, amend, alter same type or repeal any arising out of the provisions of the Certificate of Incorporation or the bylaws of the Corporation so same circumstances as a Material Affiliate Event that has occurred but ceased to affect adversely the preferences, special rights or privileges or voting powers of shares of this Series; provided, that the issuance of any class or series of capital stock of the Corporation hereinafter created specifically ranking by its terms senior to or on parity with this Series as to payments of dividends or as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, be continuing shall be deemed, for purposes of this subparagraph (i), considered to affect adversely be a new Material Affiliate Event and shall give rise to Special Voting Rights to the preferences, special rights and privileges of shares of this Series. (iii) So long as any shares of this Series remain outstanding, the Corporation shall not, either directly or indirectly, without the affirmative vote at a meeting or written consent with or without a meeting of the holders of at least a majority of the shares of this Series then outstanding take any action which has the effect of increasing the number of shares of this Series which the Corporation is authorized to issue. (iv) In exercising the voting rights extent set forth in this paragraph 4(b), each share of this Series entitled to such voting right shall have equal voting power, notwithstanding any greater or lesser general voting powers of one or more series or classes of stockCertificate. (v) No consent of holders of shares of this Series shall be required for (i) the creation of any indebtedness of any kind of the Corporation, (ii) the authorization or issuance of any Junior Securities or (iii) subject to subparagraphs 4(b)(ii) and 4(b)(iii), the issuance of any shares of preferred stock.

Special Voting Rights. In the event that (ia) If there are accumulated and whenever at any time undistributed Stated Dividends for a period of more than 12 consecutive months (a “Dividend Event”), or times current dividends payable on shares of this Series (b) a Material Affiliate Event shall have been in arrears occurred and unpaid in any manner permitted under this Certificate be continuing, the Unaffiliated Holders of Designations, Preferences and Rights of Series the Class A Preferred (the "Certificate") in an aggregate amount equal to or exceeding the amount of current dividends due and payable thereon for three (3) semi-annual dividend periods (consecutive or otherwise)Shares, then the number of directors constituting the Board of Directors shall be increased by two (2) and the holders of shares of this Series shall have the right, voting separately as a class, to elect two (2) directors shall, immediately upon the occurrence of the Corporation events described in either clause (a) or (b), be entitled to fill such newly- created directorships. (A) Such special voting right may be exercised initially either receive notice of, attend, and vote together with the holders of Common Shares as a single class at a special any general meeting of the holders of this Series called as hereinafter provided, or at Company’s shareholders (“Special Voting Rights”). At any annual meeting of stockholders held for the purpose of electing directorstime during which, and thereafter at each such annual meeting. The right of for so long as, the holders of this Series the Class A Preferred Shares are entitled to vote for Special Voting Rights, as a class, the election of such members of the Board of Directors of the Corporation as aforesaid shall continue until such time as all current dividends accumulated on this Series shall have been paid in full in any manner permitted under this Certificate, at which time the special voting rights of the holders of this Series to vote separately as a class Company’s shareholders shall terminate and, if be weighted such voting right that the Class A Preferred Shares held by the Unaffiliated Holders of the holders of this Series Class A Preferred Shares shall have terminatedrepresent, subject to in the requirements of the General Corporation Law of Delawareaggregate, the term of the directors elected pursuant to subparagraph 4(b)(i) shall terminate. (B) At any time when such voting rights shall have vested in holders of this Series, a proper officer of the Corporation shall, upon the written request of the record holders of at least 1051% of the aggregate voting power represented by the then outstanding of all shares of this Seriesthe Company entitled to receive notice of, addressed to the Secretary attend, and vote at a general meeting of the Corporation, call a special meeting of such holders for Company’s shareholders. In the purpose of electing directors pursuant to paragraph 4(b)(i). Such meeting shall be held at event that the earliest practicable date upon the notice required for annual meetings of stockholders at the place for holding annual meetings of stockholders Unaffiliated Holders of the Corporation or, if none, at a place designated by the Board of Directors. If such meeting is not called by the proper officers of the Corporation within thirty (30) days after the personal service of such written request upon the Secretary of the Corporation, or within thirty-five (35) days after mailing the same within the United States of America, by registered mail, addressed to the Secretary of the Corporation at its principal office (such mailing to be evidenced by the registry receipt issued by the postal authorities), then the record holders of at least 10% of the aggregate voting power represented by the then outstanding shares of this Series may designate in writing one of their number to call such meeting at the expense of the Corporation, and such meeting may be called by such person so designated upon the notice required for annual meetings of stockholders and Class A Preferred Shares shall be held at the same place as is elsewhere provided for in this subparagraph 4(b)(i)(B) or such other place as is selected by such designated stockholder. Any holder of this Series who would be become entitled to vote at such meeting shall have access to the stock books of the Corporation for the purpose of causing a meeting of stockholders to be called Special Voting Rights pursuant to the provisions of this the immediately preceding paragraph 4(b)(i). Notwithstanding as a result of a Material Affiliate Event (other than a Material Affiliate Event described in clause (iii) of the provisions of this subparagraph 4(b)(i)(Bdefinition thereof), such holders shall cease to be so entitled in the event that, and as of the first date (the “Cure Date”) on which, (i) the Material Affiliate Event giving rise to such Special Voting Rights shall cease to be continuing (so long as no such special meeting shall be called during a period within ninety (90) days immediately preceding the date fixed for the next annual meeting of stockholders. (C) At the meeting held for the purpose of electing directors at which the holders of this Series other Material Affiliate Event shall have the right to elect two (2occurred and be then continuing) directors as provided herein, the presence in person or by proxy of the holders of a majority of the aggregate voting power represented by the then outstanding shares of this Series shall be required and shall be sufficient to constitute a quorum of such class for the election of directors by such holders. At any such meeting or adjournment thereof the absence of a quorum having such special voting rights shall not prevent the election of directors other than those to be elected by the holders of shares having such special voting rights, and the absence of a quorum of the holders of capital stock entitled to elect directors other than those to be elected by the holders of shares having such special voting rights shall not prevent the election of directors to be elected by the holders of shares having these special voting rights. Except as otherwise required by law, in the absence of a quorum of the holders of this Series entitled to vote for the election of directors pursuant to this Section 4(b)(i), a majority of such holders present in person or by proxy shall have the power to adjourn the meeting for the special election of directors, from time to time, without notice other than announcement at the meeting, until a quorum is present. (D) Any vacancy in the Board of Directors in respect of a director elected by holders of shares of this Series pursuant to the voting right created under this Section 4(b)(i) shall be filled by vote of the remaining director so elected, or if there be no such remaining director, by the holders of shares of this Series at a special meeting called in accordance with the procedures set forth in subparagraph 4(b)(i)(A), or, if no such special meeting is called, at the next annual meeting of stockholders. (ii) So long as there shall not exist any shares accumulated and unpaid Stated Dividends (other than Stated Dividends accumulated from and after the most recent Dividend Payment Date preceding the Cure Date). In the case of this Series remain outstanding, the Corporation shall not, either directly or indirectly, without the affirmative vote at a meeting or the written consent with or without a meeting of the holders of at least two-thirds Material Affiliate Event described in number of shares of this Series then outstanding, amend, alter or repeal any of the provisions of the Certificate of Incorporation or the bylaws of the Corporation so as to affect adversely the preferences, special rights or privileges or voting powers of shares of this Series; provided, that the issuance of any class or series of capital stock of the Corporation hereinafter created specifically ranking by its terms senior to or on parity with this Series as to payments of dividends or as to distributions of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, shall be deemed, for purposes of this subparagraph (i), to affect adversely the preferences, special rights and privileges of shares of this Series. clause (iii) So of the definition thereof, the Unaffiliated Holders of the Class A Preferred Shares shall remain entitled to Special Voting Rights notwithstanding that such Material Affiliate Event has ceased to be continuing, provided, however, that in the case of a Material Affiliate Event described in clause (v)(C) of the definition thereof (other than a proceeding instituted by the Company or any of its Affiliates or to which the Company or any of its Affiliates has given its consent) that has not resulted in the entry of an order for relief or the appointment or a receiver or trustee, the Unaffiliated Holders shall cease to be entitled to Special Voting Rights upon a final, non-appealable dismissal with prejudice of such proceeding (so long as any shares no other Material Affiliate Event shall have occurred or be then continuing). For the avoidance of this Series remain outstandingdoubt, the Corporation shall not, either directly or indirectly, without the affirmative vote at recurrence of a meeting or written consent with or without a meeting Material Affiliate Event of the holders of at least a majority same type or arising out of the shares of this Series then outstanding take any action which same circumstances as a Material Affiliate Event that has occurred but ceased to be continuing shall be considered to be a new Material Affiliate Event and shall give rise to Special Voting Rights to the effect of increasing the number of shares of this Series which the Corporation is authorized to issue. (iv) In exercising the voting rights extent set forth in this paragraph 4(b), each share of this Series entitled to such voting right shall have equal voting power, notwithstanding any greater or lesser general voting powers of one or more series or classes of stockCertificate. (v) No consent of holders of shares of this Series shall be required for (i) the creation of any indebtedness of any kind of the Corporation, (ii) the authorization or issuance of any Junior Securities or (iii) subject to subparagraphs 4(b)(ii) and 4(b)(iii), the issuance of any shares of preferred stock.