Common use of Voting Rights Clause in Contracts

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall not be a member of Class I, Class II or Class III of the Board of Directors of the Corporation, but shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (Aa) Each share holder of Series A Junior Participating Preferred Stock shall entitle the holder thereof be entitled to a number of votes equal to the Adjustment Formula Number then in effect, for each share of Series A Preferred Stock held of record on each matter on which holders of the Common Stock or stockholders generally are entitled to vote, multiplied by the maximum number of votes per share which any holder of the Common Stock or stockholders generally then have with respect to such matter (assuming any holding period or other requirement to vote a greater number of shares is satisfied). (b) Except as otherwise provided herein or by applicable law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class for the election of directors of the Corporation and on all other matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (Cc) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3equal to the Formula Number. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) next preceding sentence may be removed at any time, either with or without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C3(c) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3. (d) Except as provided herein, in Section 11 or by applicable law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for authorizing or taking any corporate action.

Voting Rights. The holders of shares of Series A Junior Participating RP Preferred Stock shall have the following voting rights: (A) Each 3.1 Except as provided in Section 3.3 and subject to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating RP Preferred Stock shall entitle the holder thereof to a number of 1,000 votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) 3.2 Except as required otherwise provided herein or by law, by Section 3(C) and by Section 10 hereof, the holders of shares of Series A Junior Participating RP Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of shares of Common Stock shall vote together as set forth herein) for taking any corporate actionone class on all matters submitted to a vote of stockholders of the Corporation. (C) 3.3 The following additional provisions shall apply with respect to the voting of shares of Series RP Preferred Stock: 3.3.1 If, at on the time date used to determine stockholders of record for any annual meeting of stockholders for the election of directors, the equivalent of six quarterly a default in preference dividends (whether or not consecutiveas defined in Section 3.3.5 below) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating RP Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating RP Preferred Stock shall have the right, voting as a class as described in Section 3.3.2 below, to elect two directors (in addition to the directors elected by holders of Common Stock of the Corporation). Such right may be exercised (a) at any meeting of stockholders for the election of directors or (b) at a meeting of the holders of shares of Voting Preferred Stock (as hereinafter defined), called for the purpose in accordance with the Bylaws of the Corporation, until all such cumulative dividends (referred to above) shall have been paid in full or until non-cumulative dividends have been paid regularly for at least one year. 3.3.2 The right of the holders of Series RP Preferred Stock to elect two directors, as described above, shall be exercised as a class concurrently with the rights of holders of any other series of Preferred Stock upon which voting rights to elect such directors have been conferred and are then exercisable. The Series RP Preferred Stock and any additional series of Preferred Stock that the Corporation may issue and that may provide for the right to vote with the foregoing series of Preferred Stock are collectively referred to herein as "Voting Preferred Stock." 3.3.3 Each director elected by the holders of shares of Voting Preferred Stock shall be divested referred to herein as a "Preferred Director." A Preferred Director shall continue to serve as such for a term of the foregoing special voting rightsone year, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the except that upon any termination of the foregoing special voting rightsright of all holders of Voting Preferred Stock to vote as a class for Preferred Directors, the terms term of office of all persons who Preferred Directors then serving shall terminate. Any Preferred Director may have been elected directors pursuant to said special voting rights shall forthwith terminatebe removed by, and shall not be removed except by, the number vote of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of record of a majority of the Series A Junior Participating outstanding shares of Voting Preferred Stock then entitled to vote for the election of directors, present (in this Section 3person or by proxy) and voting together as a single class (a) at a meeting of the stockholders, or (b) at a meeting of the holders of shares of such Voting Preferred Stock, called for the purpose in accordance with the Bylaws of the Corporation.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. (a) The Series A Preferred Stock, voting as a separate class, shall be entitled to elect three (3) members of the board of directors (the “Series A Directors”), the Common Stock, voting as a separate class, shall be entitled to elect two (2) members of the board of directors (the “Common Directors”), the holders of shares a majority of the Common Stock and a majority of the Series A Junior Participating A/A-1 Preferred Stock, each voting as a separate class on an as converted basis, shall be entitled to elect one (1) member, and the holders of at least sixty percent (60%) of the Series A/A-1 Preferred Stock and a majority of the Common Stock, each voting as a separate class, shall be entitled to elect any remaining directors. (b) On all other matters, except as specifically provided herein or as otherwise required by law, holders of the Preferred Stock shall have the following full voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes rights and powers equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion powers of the holders of Common Stock, and shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders)to vote, unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, together with the holders of Common Stock, with respect to any Series A Junior Participating matters upon which holders of Common Stock have the right to vote. Except as otherwise provided herein, the holder of each share of Common Stock issued and outstanding shall have one vote and the holder of each share of Preferred Stock being shall be entitled to cast a the number of votes per equal to the largest number of shares of Common Stock into which such share of Series A Junior Participating Preferred Stock could be converted at the record date for determination of the stockholders entitled to vote on such matters, or, if no such record date is established, at the date such vote is taken or any written consent of stockholders is solicited, such votes to be counted together with all other shares of stock of this corporation having general voting power and not separately as is specified in paragraph (A) a class. For purposes of this Section 3. Until , the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders “voting power of the shares of Series A Junior Participating Preferred Stock” shall mean the number of votes equal to the number of shares of Common Stock into which such shares of Preferred Stock could be converted at the time entitled to cast a majority of dates provided in the preceding sentence. Fractional votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall not, however, be divested of the foregoing special voting rights, subject to revesting in the event of each permitted and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special any fractional voting rights shall forthwith terminate, and the number (after aggregating all shares into which shares of directors constituting the Board of Directors shall Preferred Stock held by each holder could be reduced by two. The voting rights granted by this Section 3(Cconverted) shall be in addition to any other voting rights granted rounded to the holders of the Series A Junior Participating Preferred Stock in this Section 3nearest whole number.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (Aa) Each share holder of Series A Junior Participating Preferred Stock shall entitle the holder thereof be entitled to a number of votes equal to the Adjustment Formula Number then in effect, for each share of Series A Preferred Stock held of record on each matter on which holders of the Common Stock or stockholders generally are entitled to vote, multiplied times the maximum number of votes per share which any holder of the Common Stock or stockholders generally then have with respect to such matter (assuming any holding period or other requirement to vote a greater number of shares is satisfied). (b) Except as otherwise provided herein or by applicable law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class for the election of directors of the Corporation and on all other matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (Cc) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each any subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3equal to the Formula Number. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) next preceding sentence may be removed at any time, either with or without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C3(c) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3. (d) Except as provided herein, in Section 11 or by applicable law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for authorizing or taking any corporate action.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (Aa) Each share holder of Series A Junior Participating Preferred Stock shall entitle the holder thereof be entitled to a number of votes equal to the Adjustment Formula Number then in effect, for each share of Series A Preferred Stock held of record on each matter on which holders of the Common Stock or stockholders generally are entitled to vote, multiplied times the maximum number of votes per share which any holder of the Common Stock or stockholders generally then have with respect to such matter (assuming any holding period or other requirement to vote a greater number of shares is satisfied). (b) Except as otherwise provided herein or by applicable law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class for the election of directors of the Corporation and on all other matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (Cc) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each any subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3equal to the Formula Number. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) next preceding sentence may be removed at any time, either with or without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C3(c) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3. (d) Except as provided in this Section 3, in Section 11 or by applicable law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for authorizing or taking any corporate action.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, with or without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of shares of Series A Junior Participating Preferred Stock shall have Common Stock. Upon settlement of the following Purchase Contracts, the Holder will be entitled to all of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote and receive dividends and other payments and to consent and receive notice as a shareholder in respect of the meetings of shareholders and for the election of directors of the Company and for all other matters, and all other rights whatsoever as a shareholder of the Company. Under the terms of the Pledge Agreement, the Purchase Contract Agent will be entitled to exercise the voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal and any other consensual rights pertaining to the Adjustment Number on all matters submitted to a vote Pledged Senior Notes upon behalf of and upon receipt of instructions from the stockholders beneficial owners of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, such Pledged Senior Notes. Upon receipt of notice of any meeting at which holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they Senior Notes are entitled to vote with or upon the solicitation of consents, waivers or proxies of holders of Common Stock Senior Notes, the Purchase Contract Agent shall, as set forth herein) for taking any corporate action.soon as practicable thereafter, mail to the Corporate PIES Holders a notice: (C1) Ifcontaining such information as is contained in the notice or solicitation; (2) stating that each Corporate PIES Holder on the record date set by the Purchase Contract Agent therefor (which, at to the time of any annual meeting of stockholders for the election of directorsextent possible, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the same date as the record date for determining the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class Senior Notes entitled to the exclusion of the holders of Common Stock, vote) shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on to instruct the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, Purchase Contract Agent as to vote for the election of two directors exercise of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant voting rights pertaining to the provisions Senior Notes constituting a part of this Section 3(Csuch Holder's Corporate PIES; and (3) stating the manner in which such instructions may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividendsgiven. Upon the termination written request of the foregoing special voting rightsCorporate PIES Holders on such record date, the terms Purchase Contract Agent shall endeavor insofar as practicable to vote or cause to be voted, in accordance with the instructions set forth in such requests, the maximum aggregate principal amount of office Senior Notes as to which any particular voting instructions are received. In the absence of all persons who may have been elected directors pursuant to said special specific instructions from the Holder of a Corporate PIES, the Purchase Contract Agent shall abstain from voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced Senior Notes evidenced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3such Corporate PIES.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock Shares shall have the following voting rights: (A) Each Subject to the provision for adjustment set forth in Section 7 hereof, each share of Series A Junior Participating Preferred Stock Shares shall entitle the holder thereof to a number of 100 votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required otherwise provided herein, in the charter of the Corporation (the "Charter") or bylaws, the holders of shares of Series A Shares and the holders of shares of Common Shares shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (i) If at the time of any annual meeting of stockholders for the election of Directors a default in preferred dividends (as hereinafter defined) shall exist, the holders of shares of Preferred Shares voting separately as a class without regard to series (with each share of Preferred Shares being entitled to that number of votes to which it is entitled on matters submitted to stockholders generally, or, if it is not entitled to vote with respect to such matters, to one vote), shall have the right to elect two members of the Directors of the Corporation. The holders of Common Shares shall not be entitled to vote in the election of the two Directors so to be elected by lawthe holders of shares of Preferred Shares. Any Director elected by the holders of shares of Preferred Shares, voting as a class as aforesaid, shall continue to serve as such Director for the full term for which he shall have been elected notwithstanding that prior to the end of such term a default in preferred dividends shall cease to exist. If, prior to the end of the term of any Director elected by the holders of the Preferred Shares, voting as a class as aforesaid, a vacancy in the office of such Director shall occur by reason of death, resignation, removal or disability, or for any other cause, such vacancy shall be filled for the unexpired term in the manner provided in the Charter, provided that, if the Charter provides that such vacancy shall be filled by election by the stockholders at a meeting thereof, the right to fill such vacancy shall be vested in the holders of Preferred Shares, voting as a class as aforesaid, unless in any such case, no default in preferred dividends shall exist at the time of such election. (ii) For the purposes of paragraph (C)(i) of this Section 3(C3, a default in preferred dividends shall be deemed to have occurred whenever the amount of dividends in arrears upon any series of Preferred Shares shall be equivalent to six full quarterly dividends or more and, having so occurred, such default in preferred dividends shall be deemed to exist thereafter until all accrued dividends on all shares of Preferred Shares then outstanding shall have been paid to the end of the last preceding quarterly dividend period. Nothing herein contained shall be deemed to prevent an amendment of the Charter or the bylaws, in the manner therein provided, which shall increase the number of Directors so as to provide as additional places on the Board of Directors either or both the director positions to be filled by the two Directors so to be elected by the holders of the Preferred Shares or to prevent any other change in the number of directors of the Corporation. (D) and by Section 10 hereofExcept as set forth herein, holders of Series A Junior Participating Preferred Stock Shares shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock Shares as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of (a) Notwithstanding anything to the contrary in this Agreement, the Series A Junior Participating Preferred Stock Units shall have no voting rights except as set forth in Section 13.3(d), this Section 16.5 or as otherwise provided by the Xxxxxxxx Islands Act. (b) In the event that six quarterly Series A Distributions, whether consecutive or not, are in arrears, the Series A Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) IfParity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders the General Partner called for such purpose within 30 days after receipt by the election General Partner of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of a request by Series A Junior Participating Holders holding a majority of the Outstanding Series A Preferred Stock are in defaultUnits, the number to elect one member of directors constituting the Board of Directors of the Corporation General Partner, and the size of the Board of Directors of the General Partner shall be increased by twoas needed to accommodate such change. In addition Such right of such Series A Holders to voting together with elect a member of the holders Board of Common Stock Directors of the General Partner shall continue until the Partnership pays in full, or declares and sets aside funds for the election of other directors of the Corporationpayment of, the holders of record of the all Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (Distributions accumulated and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoUnits, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends at which permitted the election of said directors time such right shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent like default failure to pay six quarterly Series A Distributions as described above in payments of dividendsthis Section 16.5(b). Upon the any termination of the foregoing special voting rightsright of the Series A Holders and, if applicable, holders of any other Parity Securities to vote as a class for such director, the terms term of office of all persons who may have been the director then in office elected directors pursuant by such Series A Holders and holders voting as a class shall terminate immediately. Any director elected by the Series A Holders and, if applicable, any other Parity Securities shall be entitled to said special voting rights shall forthwith terminate, and the number of directors constituting one vote on any matter before the Board of Directors of the General Partner. (i) Unless the General Partner shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Units, voting as a class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Junior Participating Preferred Stock Units. (ii) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Units, voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities or Senior Securities if the cumulative dividends payable on Outstanding Series A Preferred Units are in arrears or (y) create or issue any Senior Securities. (d) For any matter described in this Section 316.5 in which the Series A Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series A Holders shall be entitled to one vote per Series A Preferred Unit. Any Series A Preferred Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. The holders of shares of (a) Notwithstanding anything to the contrary in this Agreement, neither the Series A Junior Participating Preferred Stock Units nor the Series B Preferred Units shall have any voting rights except as set forth in Section 13.3(d), this Section 16.5 or as otherwise provided by the Xxxxxxxx Islands Act. (b) In the event that six quarterly Series A Distributions, whether consecutive or not, are in arrears, the Series A Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders the General Partner called for such purpose within 30 days after receipt by the election General Partner of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of a request by Series A Junior Participating Holders holding a majority of the Outstanding Series A Preferred Stock are in defaultUnits, the number to elect one member of directors constituting the Board of Directors of the Corporation General Partner, and the size of the Board of Directors of the General Partner shall be increased by twoas needed to accommodate such change. In addition Such right of such Series A Holders to voting together with elect a member of the holders Board of Common Stock Directors of the General Partner shall continue until the Partnership pays in full, or declares and sets aside funds for the election of other directors of the Corporationpayment of, the holders of record of the all Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (Distributions accumulated and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoUnits, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends at which permitted the election of said directors time such right shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series A Distributions as described above in this Section 16.5(b). In the event that six quarterly Series B Distributions, whether consecutive or not, are in arrears, the Series B Holders shall have the right, voting as a class together with holders of any other Parity Securities upon which like default in payments of dividends. Upon the termination voting rights have been conferred and are exercisable, at a meeting of the foregoing special voting rightsGeneral Partner called for such purpose within 30 days after receipt by the General Partner of a request by Series B Holders holding a majority of the Outstanding Series B Preferred Units, the terms to elect one member of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors of the General Partner, and the size of the Board of Directors of the General Partner shall be reduced by twoincreased as needed to accommodate such change. The voting rights granted by Such right of such Series B Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series B Distributions accumulated and in arrears on the Series B Preferred Units, at which time such right shall terminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series B Distributions as described above in this Section 3(C) shall be in addition to 16.5(b). Upon any other voting rights granted to termination of the holders right of the Series A Junior Participating Holders, the Series B Holders and, if applicable, holders of any other Parity Securities to vote as a class for such director, the term of office of the director then in office elected by such Series A Holders, Series B Holders and holders voting as a class shall terminate immediately. Any director elected by the Series A Holders, the Series B Holders and, if applicable, holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors of the General Partner. (i) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Stock Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series B Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series B Preferred Units. (ii) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Units and Series B Preferred Units, voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities or Senior Securities if the cumulative dividends payable on Outstanding Series A Preferred Units or Series B Preferred Units are in arrears or (y) create or issue any Senior Securities. (d) For any matter described in this Section 316.5 in which the Series A Holders or Series B Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series A Holders or Series B Holders shall be entitled to one vote per Series A Preferred Unit or Series B Preferred Unit, as applicable. Any Series A Preferred Units or Series B Preferred Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. The holders of shares of (a) Notwithstanding anything to the contrary in this Agreement, the Series A Junior Participating Preferred Stock B Preference Units shall not have any voting rights except as set forth in Section 13.3(d), this Section 17.5 or as otherwise provided by the Xxxxxxxx Islands Act. (b) In the event that six quarterly Series B Distributions, whether consecutive or not, are in Arrears, the Series B Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock called for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only such purpose within 30 days after receipt by the affirmative vote General Partner of the holders of the shares of a request by Series A Junior Participating Preferred Stock at the time entitled to cast B Holders holding a majority of the votes entitled Outstanding Series B Preference Units, to elect one member of the Board of Directors, and the size of the Board of Directors shall be cast for increased as needed to accommodate such change; provided, however, that such right of the Series B Holders shall not apply to the election of any another director if (i) Series B Holders and holders of Parity Securities upon which like voting rights have been conferred, voting as a class, have previously elected a member of the Board of Directors and (ii) such director at a special meeting continues then to serve on the Board of Directors. Such right of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease Series B Holders to exist, the holders elect a member of the Board of Directors shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series A Junior Participating Preferred Stock B Distributions accumulated and in Arrears on the Series B Preference Units, at which time such right shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent like default failure to pay six quarterly Series B Distributions as described above in payments of dividendsthis Section 17.5(b). Upon the any termination of the foregoing special voting rightsright of the Series B Holders and holders of any other Parity Securities to vote as a class for such director, the terms term of office of all persons who may have been the director then in office elected directors by such Series B Holders and holders voting as a class shall terminate immediately. Any director elected by the Series B Holders and holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors. Upon each election of a member of the Board of Directors by Series B Holders pursuant to said special voting rights this Section 17.5(b), the General Partner shall forthwith terminatehave the right to appoint an additional member of the Board of Directors, which member shall be an Appointed Director for purposes of this Agreement, the term of such director to begin and end on the number of directors constituting same dates as the corresponding director elected by the Series B Holders. (i) Unless the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series B Preference Units, voting as a separate class, neither the General Partner nor the Board of Directors shall adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Junior Participating Preferred Stock B Preference Units. (ii) Unless the Board of Directors shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series B Preference Units voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities if the cumulative dividends payable on Outstanding Series B Preference Units are in Arrears or (y) create or issue any Senior Securities. (d) For any matter described in this Section 317.5 in which the Series B Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series B Holders shall be entitled to one vote per Series B Preference Unit. Any Series B Preference Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. The If at any time, the holders of shares of Series A Junior Participating [Company Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they Securities][Subordinated Notes] [Eligible Investments] are entitled to vote under the [Company Securities Agreement] [Subordinated Notes] [Eligible Investments] [or the Subordinated Guarantee], the Trustee shall: (i) notify the Holders of the Trust Preferred Securities of such right, (ii) request specific direction from each Holder as to the vote with holders of Common Stock as set forth hereinrespect to the [Company Preferred Securities][Subordinated Notes] [Eligible Investments] represented by such Holder’s Trust Preferred Securities, and (iii) for taking any corporate action. (C) If, at vote the time relevant [Company Preferred Securities][Subordinated Notes] [Eligible Investments] only in accordance with such specific direction. Upon receiving notice of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with at which the holders of Common Stock for [Company Preferred Securities][Subordinated Notes] [Eligible Investments] are entitled to vote, the election of other directors Trustee shall, as soon as practicable, mail to the Holders of the Corporation, Trust Preferred Securities a notice as provided under Section 8.04. The [Grantor][Guarantor] shall provide the holders form of record notice to the Trustee to be forwarded to the Holders of the Series A Junior Participating Trust Preferred Stock, voting separately as a class to Securities. The notice shall contain: (i) all the exclusion of information that is contained in the holders of Common Stock, shall be entitled at said notice announcing the meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating [Company Preferred Stock at Securities][Subordinated Notes] [Eligible Investments], (ii) a statement that the time entitled to cast a majority Holders of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Trust Preferred Stock Securities shall be divested of the foregoing special voting rightsentitled, subject to revesting any applicable provision of law, to direct the Trustee specifically as to the exercise of the voting rights pertaining to the [Company Preferred Securities][Subordinated Notes][Eligible Investments] represented by their respective Trust Preferred Securities, and (iii) a brief description of the manner in which the Holders of the Trust Preferred Securities may give such specific directions. If the Trustee receives a written direction from a Holder, the Trustee shall vote, or cause to be voted, the corresponding portion of such Holder’s Trust Preferred Securities in accordance with the instructions set forth in the event direction. If the Trustee does not receive specific instructions from any Holder, the Trustee shall abstain from voting the corresponding portion of each and every subsequent like default such Holder’s Trust Preferred Securities. The [Grantor][Guarantor] hereby agrees to take, or cause to be taken, all reasonable action that may be deemed necessary by the Trustee in payments order to enable the Trustee to vote such [Company Preferred Securities][Subordinated Notes] [Eligible Investments] or cause such [Company Preferred Securities][Subordinated Notes] [Eligible Investments] to be voted. The Holders of dividends. Upon the termination a Majority in liquidation amount of the foregoing special voting rightsoutstanding Trust Preferred Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, as holder of the [Company Preferred Securities][Subordinated Notes] [Eligible Investments], under the [Subordinated Guarantee][or the Company Securities Agreement][Subordinated Notes][Eligible Investments] or as Trustee under this Trust Agreement; provided that (i) such direction shall not be in conflict with any rule of law or with this Trust Agreement, the terms of office of all persons who [Company Securities Agreement] [Subordinated Notes] [Eligible Investments] [or the Subordinated Guarantee], (ii) the Trustee may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to take any other voting rights granted action deemed proper by the Trustee which is not inconsistent with such direction and (iii) subject to the holders provisions of Section 6.02, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by an officer or officers of the Series A Junior Participating Preferred Stock Trustee, determine that the proceeding so directed would involve the Trustee in this Section 3personal liability.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by paragraph (C) of this Section 3(C) 3 and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. To the extent the Board of Directors is divided into classes, with the directors in the classes serving staggered terms, at the time of the election of directors elected by the holders of the Series A Junior Participating Preferred Stock pursuant hereto, each such additional director shall not be a member of any such class, but shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. A. The holders of shares of Series A Junior Participating B Preferred Stock shall have no voting rights except as set forth below or as otherwise from time to time required by law. B. Through the following Approval Date, shares of Series B Preferred Stock shall have no voting rights: (A) Each . After the Approval Date, so long as any shares of the Series B Preferred Stock are outstanding, each share of Series A Junior Participating B Preferred Stock shall entitle the holder thereof to vote on all matters voted on by holders of Common Stock, and the shares of Series B Preferred Stock shall vote together with shares of Common Stock (and any shares of Series A Preferred Stock entitled to vote) as a single class. With respect to any such vote, each share of Series B Preferred Stock shall entitle its holder to a number of votes equal to the Adjustment Number on all matters submitted to a vote number of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders shares of Common Stock as set forth herein) for taking any corporate action. (C) If, into which such share of Series B Preferred Stock is convertible at the time of the record date with respect to such vote (assuming all conditions precedent to such conversion have been satisfied and that such conversion had occurred as of the record date for such vote). C. If on any annual meeting of stockholders for date after the election of directors, the equivalent of six quarterly Approval Date (i) dividends (whether or not consecutive) payable on any share the Series A Preferred Stock or Series B Preferred Stock shall not have been paid in full when required pursuant to the terms hereof or (ii) the Corporation shall have failed to satisfy its obligation to redeem shares of Series A Junior Participating Preferred Stock are in defaultor Series B Preferred Stock pursuant to the terms of the relevant Certificate of Designations (provided, that for the purpose of this Section C, any obligation of the Corporation to repurchase shares of Series B Preferred Stock pursuant to Section G of Article V of this Certificate of Designations shall not be considered an obligation to redeem such shares), then the number of directors constituting the Board of Directors of the Corporation shall shall, without further action, be increased by two. In addition , or if the requisite increase in the number of directors constituting the Board of Directors would require the approval of the Corporation's stockholders or is prohibited by the Investment Agreement, then the number of directors constituting the Board of Directors shall be increased to voting together with the extent the approval of the Corporation's stockholders is not required and the Investment Agreement would not be breached and a number of directors (other than Investor Nominees) shall resign from the Board of Directors so that the holders of Common Stock for the election shares of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock and Series B Preferred Stock, voting separately together as a single class without regard to series, may elect two directors to the exclusion Board of Directors, and the holders of a majority of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock, voting together as a single class without regard to series, shall have, in addition to the other voting rights set forth herein, the exclusive right to elect two directors (the "Additional Directors") of the Corporation to fill such newly-created or vacated directorships. Additional Directors shall continue as directors and such additional voting right shall continue until such time as (a) all dividends accumulated on the Series A Preferred Stock and Series B Preferred Stock shall have been paid in full as required pursuant to the terms hereof or (b) any redemption obligation with respect to the Series A Preferred Stock or Series B Preferred Stock that has become due shall have been satisfied or all necessary funds shall have been set aside for payment, as the case may be, at which time such Additional Directors shall cease to be directors and such additional voting right of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating B Preferred Stock shall be divested of the foregoing special voting rights, terminate subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination event of the foregoing special voting rightscharacter indicated above. D. After the Approval Date, so long as members of the terms Investor Group Beneficially Own a majority of office the outstanding shares of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminateSeries A Preferred Stock and Series B Preferred Stock, if any default or event of default has occurred and is continuing under any contract, agreement, indenture, mortgage, note, lease or other instrument evidencing Indebtedness of the Corporation or any of its Subsidiaries (other than inter-company Indebtedness between the Corporation and any of its Subsidiaries or between Subsidiaries of the Corporation) the outstanding principal amount of which is in excess of $10,000,000, and as a result of such default, event of default or event the holders thereof have accelerated or have the right to accelerate the maturity thereof, and such default or event of default is not cured or waived within 75 days of the occurrence thereof, then the number of directors constituting the Board of Directors shall, upon the request of members of the Investor Group who Beneficially Own a majority of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock then Beneficially Owned by members of the Investor Group delivered to the Corporation in writing, be increased by that number that is necessary to enable the Investor Group to designate a majority of the members of the Board of Directors (including the Investor Nominees), or if such requisite increase in the number of directors constituting the Board of Directors would require the approval of the Corporation's stockholders or is prohibited by the Investment Agreement, then the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(Cincreased to the extent the approval of the Corporation's stockholders is not required and the Investment Agreement would not be breached and a number of directors (other than Investor Nominees) shall be resign from the Board of Directors so as to enable the Investor Group to designate a majority of the Board of Directors (including the Investor Nominees), and the holders of a majority of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock then held by the Investor Group, voting together as a single class without regard to series, shall have, in addition to any the other voting rights granted set forth herein, the exclusive right, voting separately as a class, to elect that number of directors (the holders "Majority Directors") of the Corporation necessary to fill such newly-created or vacated directorships. Majority Directors shall continue as directors and such additional voting right shall continue until such time as such default, event of default or event is cured, at which time such Majority Directors shall cease to be directors and such additional voting right of the Series A Junior Participating Preferred Stock and Series B Preferred Stock shall terminate subject to revesting in this Section 3the event of each and every subsequent event of the character indicated above.

Voting Rights. The holders of shares of (a) Notwithstanding anything to the contrary in this Agreement, the Series A Junior Participating Preferred Stock B Preference Units shall not have any voting rights except as set forth in Section 13.3(d), this Section 17.5 or as otherwise provided by the Xxxxxxxx Islands Act. (b) In the event that six quarterly Series B Distributions, whether consecutive or not, are in arrears, the Series B Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors called for such purpose within 30 days after receipt by the General Partner of a request by Series B Holders holding a majority of the Corporation Outstanding Series B Preference Units, to elect one member of the Board of Directors, and the size of the Board of Directors shall be increased by two. In addition as needed to voting together with accommodate such change; provided, however, that such right of the holders of Common Stock for Series B Holders shall not apply to the election of other directors another director if (i) Series B Holders and holders of Parity Securities upon which like voting rights have been conferred, voting as a class, have previously elected a member of the Corporation, Board of Directors and (ii) such director continues then to serve on the holders Board of record Directors. Such right of such Series B Holders to elect a member of the Board of Directors shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (B Distributions accumulated and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoB Preference Units, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends at which permitted the election of said directors time such right shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent like default failure to pay six quarterly Series B Distributions as described above in payments of dividendsthis Section 17.5(b). Upon the any termination of the foregoing special voting rightsright of the Series B Holders and holders of any other Parity Securities to vote as a class for such director, the terms term of office of all persons who may have been the director then in office elected directors by such Series B Holders and holders voting as a class shall terminate immediately. Any director elected by the Series B Holders and holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors. Upon each election of a member of the Board of Directors by Series B Holders pursuant to said special voting rights this Section 17.5(b), the General Partner shall forthwith terminatehave the right to appoint an additional member of the Board of Directors, which member shall be an Appointed Director for purposes of this Agreement, the term of such director to begin and end on the number of directors constituting same dates as the corresponding director elected by the Series B Holders. (i) Unless the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series B Preference Units, voting as a separate class, neither the General Partner nor the Board of Directors shall adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Junior Participating Preferred Stock B Preference Units. (i) Unless the Board of Directors shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series B Preference Units voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities if the cumulative dividends payable on Outstanding Series B Preference Units are in arrears or (y) create or issue any Senior Securities. (d) For any matter described in this Section 317.5 in which the Series B Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series B Holders shall be entitled to one vote per Series B Preference Unit. Any Series B Preference Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. The holders of shares of Series A Junior Participating B Preferred Stock shall have the following voting rights: (Aa) Each share holder of Series A Junior Participating B Preferred Stock shall entitle the holder thereof be entitled to a number of votes equal to the Adjustment Formula Number then in effect for each share of Series B Preferred Stock held of record on all matters on which holders of the Common Stock or stockholders generally are entitled to vote. (b) Except as otherwise provided herein or by applicable law, the holders of shares of Series B Preferred Stock and the holders of shares of Common Stock shall vote together as one class for the election of directors of the Corporation and on all other matters submitted to a vote of the stockholders of the Corporation. (Bc) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, If at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating B Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating B Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating B Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating B Preferred Stock as is specified in paragraph (A) of this Section 3equal to the Formula Number. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, exist any director who shall have been so elected pursuant to the provisions of this Section 3(C) next preceding sentence may be removed at any time, either with or without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating B Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C3(c) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating B Preferred Stock in this Section 3. (d) Except as provided herein, in Section 11 or by applicable law, holders of Series B Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for authorizing or taking any corporate action.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation Company shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the CorporationCompany, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the CorporationCompany, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) next preceding sentence may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C3(c) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of (a) Notwithstanding anything to the contrary in this Agreement, the Series A Junior Participating Preferred Stock Preference Units shall not have any voting rights except as set forth in Section 13.3(d), this Section 16.5 or as otherwise provided by the Xxxxxxxx Islands Act. (b) In the event that six quarterly Series A Distributions, whether consecutive or not, are in Arrears, the Series A Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors called for such purpose within 30 days after receipt by the General Partner of a request by Series A Holders holding a majority of the Corporation Outstanding Series A Preference Units, to elect one member of the Board of Directors, and the size of the Board of Directors shall be increased by two. In addition as needed to voting together with the holders of Common Stock for the election of other directors of the Corporationaccommodate such change; provided, the holders of record however, that such right of the Series A Junior Participating Preferred StockHolders shall not apply to the election of another director if (i) Series A Holders and holders of Parity Securities upon which like voting rights have been conferred, voting separately as a class to the exclusion class, have previously elected a member of the holders Board of Common StockDirectors and (ii) such director continues then to serve on the Board of Directors. Such right of such Series A Holders to elect a member of the Board of Directors shall continue until the Partnership pays in full, shall be entitled at said meeting of stockholders (or declares and at each subsequent annual meeting of stockholders)sets aside funds for the payment of, unless all dividends Series A Distributions accumulated and in arrears Arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoPreference Units, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends at which permitted the election of said directors time such right shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent like default failure to pay six quarterly Series A Distributions as described above in payments of dividendsthis Section 16.5(b). Upon the any termination of the foregoing special voting rightsright of the Series A Holders and holders of any other Parity Securities to vote as a class for such director, the terms term of office of all persons who may have been the director then in office elected directors by such Series A Holders and holders voting as a class shall terminate immediately. Any director elected by the Series A Holders and holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors. Upon each election of a member of the Board of Directors by Series A Holders pursuant to said special voting rights this Section 16.5(b), the General Partner shall forthwith terminatehave the right to appoint an additional member of the Board of Directors, which member shall be an Appointed Director for purposes of this Agreement, the term of such director to begin and end on the number of directors constituting same dates as the corresponding director elected by the Series A Holders. (i) Unless the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preference Units, voting as a separate class, neither the General Partner nor the Board of Directors shall adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Junior Participating Preferred Stock Preference Units. (ii) Unless the Board of Directors shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preference Units voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities if the cumulative dividends payable on Outstanding Series A Preference Units are in Arrears or (y) create or issue any Senior Securities. (d) For any matter described in this Section 316.5 in which the Series A Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series A Holders shall be entitled to one vote per Series A Preference Unit. Any Series A Preference Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. The If at any time, the holders of shares of Series A Junior Participating [Company Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they Securities][Subordinated Notes][Eligible Investments] are entitled to vote under the [Company Securities Agreement][Subordinated Notes][Eligible Investments] [Subordinated Guarantee], the Trustee shall: (i) notify the Holders of the Trust Preferred Securities of such right, (ii) request specific direction from each Holder as to the vote with holders of Common Stock as set forth hereinrespect to the [Company Preferred Securities] [Subordinated Notes] [Eligible Investments] represented by such Holder’s Trust Preferred Securities, and (iii) for taking any corporate action. (C) If, at vote the time relevant [Company Preferred Securities] [Subordinated Notes] [Eligible Investments] only in accordance with such specific direction. Upon receiving notice of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with at which the holders of Common Stock for [Company Preferred Securities][Subordinated Notes][Eligible Investments] are entitled to vote, the election of other directors Trustee shall, as soon as practicable, mail to the Holders of the Corporation, Trust Preferred Securities a notice. The [Grantor][Guarantor] shall provide the holders form of record notice to the Trustee to be forwarded to the Holders of the Series A Junior Participating Trust Preferred Stock, voting separately as a class to Securities. The notice shall contain: (i) all the exclusion of information that is contained in the holders of Common Stock, shall be entitled at said notice announcing the meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating [Company Preferred Stock at Securities] [Subordinated Notes] [Eligible Investments], a statement that the time entitled to cast a majority Holders of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Trust Preferred Stock Securities shall be divested of the foregoing special voting rightsentitled, subject to revesting any applicable provision of law, to direct the Trustee specifically as to the exercise of the voting rights pertaining to the [Company Preferred Securities][Subordinated Notes][Eligible Investments] represented by their respective Trust Preferred Securities, and (iii) a brief description of the manner in which the Holders of the Trust Preferred Securities may give such specific directions. If the Trustee receives a written direction from a Holder, the Trustee shall vote, or cause to be voted, the corresponding portion of such Holder’s Trust Preferred Securities in accordance with the instructions set forth in the event of each and every subsequent like default in payments of dividendsdirections. Upon If the termination of the foregoing special voting rightsTrustee does not receive specific instructions from any Holder, the terms Trustee shall abstain from voting the corresponding portion of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating such Holder’s Trust Preferred Stock in this Section 3Securities.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (Aa) Each Except as provided in paragraph (c) of this Section 3 and subject to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of 1,000 votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (Bb) Except as required otherwise provided herein or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (i) If, on the date used to determine stockholders of record for any meeting of stockholders for the election of directors, a default in preference dividends (as defined in subparagraph (v) below) on the Series A Preferred Stock shall exist, the holders of the Series A Preferred Stock shall have the right, voting as a class as described in subparagraph (ii) below, to elect two directors, and the holders of shares of Common Stock shall have the right to elect the remaining directors. Such right may be exercised at any meeting of stockholders for the election of directors until all such cumulative dividends (referred to above) shall have been paid in full or until noncumulative dividends have been paid regularly for at least one year. (ii) The right of the holders of Series A Preferred Stock to elect two directors, as described above, shall be exercised as a class concurrently with the rights of holders of any other series of Preferred Stock upon which voting rights to elect such directors have been conferred and are then exercisable. The Series A Preferred Stock and any additional series of Preferred Stock which the Corporation may issue and which may provide for the right to vote with the foregoing series of Preferred Stock are collectively referred to herein as "Voting Preferred Stock." (iii) Each director elected by Section 3(Cthe holders of shares of Voting Preferred Stock shall be referred to herein as a "Preferred Director." A Preferred Director so elected shall continue to serve as such director for a term of one year, except that upon any termination of the right of all of such holders to vote as a class for Preferred Directors, the term of office of such directors shall terminate. Any Preferred Director may be removed by, and shall not be removed except by, the vote of the holders of record of a majority of the outstanding shares of Voting Preferred Stock then entitled to vote for the election of directors, present (in person or by proxy) and voting together as a single class (a) at a meeting of the stockholders, or (b) at a meeting of the holders of shares of such Voting Preferred Stock, called for the purpose in accordance with the Bylaws of the Corporation, or (c) by Section 10 written consent signed by the holders of a majority of the then outstanding shares of Voting Preferred Stock then entitled to vote for the election of directors, taken together as a single class. (iv) So long as a default in any preference dividends on the Series A Preferred Stock shall exist or the holders of any other series of Voting Preferred Stock shall be entitled to elect Preferred Directors, (a) any vacancy in the office of a Preferred Director may be filled (except as provided in the following clause (b)) by an instrument in writing signed by the remaining Preferred Director and filed with the Corporation and (b) in the case of the removal of any Preferred Director, the vacancy may be filled by the vote or written consent of the holders of a majority of the outstanding shares of Voting Preferred Stock then entitled to vote for the election of directors, present (in person or by proxy) and voting together as a single class, at such time as the removal shall be effected. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director. Whenever (x) no default in preference dividends on the Series A Preferred Stock shall exist and (y) the holders of any other Series of Voting Preferred Stock shall no longer be entitled to elect such Preferred Directors, then the number of directors of the Corporation shall be reduced by two. (v) For purposes hereof, a "default in preference dividends" on the Series A Preferred Stock shall be deemed to have occurred whenever the amount of cumulative and unpaid dividends on the Series A Preferred Stock shall be equivalent to six full quarterly dividends or more (whether or not consecutive), and, having so occurred, such default shall be deemed to exist thereafter until, but only until, all cumulative dividends on all shares of the Series A Preferred Stock then outstanding shall have been paid through the last Quarterly Dividend Payment Date or until, but only until, non-cumulative dividends have been paid regularly for at least one year. (d) Except as set forth herein (or as otherwise required by applicable law), holders of Series A Junior Participating Preferred Stock shall have no general or special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle Trustee, as the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred StockSpecial Voting Share, shall be entitled to all of the Voting Rights, including the right to vote the Special Voting Share in person or by proxy on any matters, questions, proposals or propositions whatsoever that may properly come before the shareholders of Trilogy Parent at a Trilogy Parent Meeting and the right to consent in connection with a Trilogy Parent Consent; provided, that neither the Trustee nor any representative of the Trustee shall be required to attend any Trilogy Parent Meeting in person in order to exercise the Trustee’s voting rights hereunder. The Voting Rights shall be and remain vested in and exercised by the Trustee. Subject to Section 6.15: (a) the Trustee shall exercise the Voting Rights only on the basis of instructions received pursuant to this Article 4 from Beneficiaries entitled to instruct the Trustee as to the voting thereof at the time at which the Trilogy Parent Meeting is held or a Trilogy Parent Consent is sought; (b) to the extent that no instructions are received from a Beneficiary with respect to the Voting Rights to which such Beneficiary is entitled, the Trustee shall not exercise or permit the exercise of such Voting Rights; (c) without prejudice to paragraph (b) above, under no circumstances shall the Trustee exercise or permit the exercise of a number of Voting Rights which is greater than the number of Trilogy Class C Units outstanding at the relevant time; and (d) notwithstanding Sections 4.1(a), 4.1(b) and 4.1(c), in the event that under applicable law any matter requires the approval of the holder of record of the Special Voting Share, voting separately as a class (but for greater certainty, excluding any matter upon which only the Trilogy Parent Shares are entitled to vote as a separate class under applicable law), the exclusion Trustee shall, in respect of such vote, exercise all Voting Rights: (i) in favour of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on relevant matter where the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors result of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares Trilogy Parent Shares and the Special Voting Share, voting together if they were as a single class on such matter (a “Combined Vote”), would be the approval of Series A Junior Participating Preferred Stock at such matter; and (ii) against the time relevant matter where the result of the Combined Vote would be against the relevant matter; provided that, in the event of a vote on a proposal to amend the articles of Trilogy Parent or to take any other action that would: (x) effect an exchange, reclassification, cancellation or other modification which could adversely affect the Special Voting Share or the rights thereunder or (y) add, change, amend, modify or remove in any respect the rights, privileges, restrictions or conditions attached to the Special Voting Share (any of the foregoing actions described in clauses (x) or (y), a “Class Vote Proposal”), in each case, then the Special Voting Share shall be entitled to cast vote separately as a class and the Trustee shall exercise all Voting Rights for or against the Class Vote Proposal based on whether a majority of the Beneficiary Votes on which it has received instructions to cast votes entitled to be cast is for the election of any or against such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3Class Vote Proposal.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) ), and by Section 10 ------------ ---------- hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3------- 3(A). Until the default in payments of all dividends which that permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed ------------ at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any ------------ other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.. ----------

Voting Rights. The holders (a) Notwithstanding anything to the contrary in this Agreement, none of shares of the Series A Junior Participating Preferred Stock Units, the Series B Preferred Units or the Series E Preferred Units shall have any voting rights except as set forth in Section 13.3(d), this Section 16.5 or as otherwise provided by the Xxxxxxxx Islands Act. (b) In the event that six quarterly Series A Distributions, whether consecutive or not, are in arrears, the Series A Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders the General Partner called for such purpose within 30 days after receipt by the election General Partner of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of a request by Series A Junior Participating Holders holding a majority of the Outstanding Series A Preferred Stock are in defaultUnits, the number to elect one member of directors constituting the Board of Directors of the Corporation General Partner, and the size of the Board of Directors of the General Partner shall be increased by two. In addition as needed to voting together with the holders of Common Stock for the election of other directors of the Corporationaccommodate such change; provided, the holders of record however, that such right of the Series A Junior Participating Preferred StockHolders shall not apply to the election of another director if (i) Series A Holders and holders of Parity Securities upon which like voting rights have been conferred, voting separately as a class to the exclusion class, have previously elected a member of the holders Board of Common StockDirectors of the General Partner and (ii) such director continues then to serve on the Board of Directors. Such right of such Series A Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, shall be entitled at said meeting of stockholders (or declares and at each subsequent annual meeting of stockholders)sets aside funds for the payment of, unless all dividends Series A Distributions accumulated and in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoUnits, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends at which permitted the election of said directors time such right shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series A Distributions as described above in this Section 16.5(b). In the event that six quarterly Series B Distributions, whether consecutive or not, are in arrears, the Series B Holders shall have the right, voting as a class together with holders of any other Parity Securities upon which like default in payments of dividends. Upon the termination voting rights have been conferred and are exercisable, at a meeting of the foregoing special voting rightsGeneral Partner called for such purpose within 30 days after receipt by the General Partner of a request by Series B Holders holding a majority of the Outstanding Series B Preferred Units, the terms to elect one member of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors of the General Partner, and the size of the Board of Directors of the General Partner shall be reduced by two. The increased as needed to accommodate such change; provided, however, that such right of the Series B Holders shall not apply to the election of another director if (i) Series B Holders and holders of Parity Securities upon which like voting rights granted by have been conferred, voting as a class, have previously elected a member of the Board of Directors of the General Partner and (ii) such director continues then to serve on the Board of Directors. Such right of such Series B Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series B Distributions accumulated and in arrears on the Series B Preferred Units, at which time such right shall terminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series B Distributions as described above in this Section 3(C) 16.5(b). In the event that six quarterly Series E Distributions, whether consecutive or not, are in arrears, the Series E Holders shall have the right, voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, at a meeting of the General Partner called for such purpose within 30 days after receipt by the General Partner of a request by Series E Holders holding a majority of the Outstanding Series E Preferred Units, to elect one member of the Board of Directors of the General Partner, and the size of the Board of Directors of the General Partner shall be in addition increased as needed to any other accommodate such change; provided, however, that such right of the Series E Holders shall not apply to the election of another director if (i) Series E Holders and holders of Parity Securities upon which like voting rights granted have been conferred, voting as a class, have previously elected a member of the Board of Directors of the General Partner and (ii) such director continues then to serve on the Board of Directors. Such right of such Series E Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series E Distributions accumulated and in arrears on the Series E Preferred Units, at which time such right shall terminate, subject to the holders revesting of such right in the event of each and every subsequent failure to pay six quarterly Series E Distributions as described above in this Section 16.5(b). Upon any termination of the right of the Series A Junior Participating Holders, the Series B Holders, the Series E Holders and, if applicable, holders of any other Parity Securities to vote as a class for such director, the term of office of the director then in office elected by such Series A Holders, Series B Holders, Series E Holders and holders of any other Parity Securities voting as a class shall terminate immediately. Any director elected by the Series A Holders, the Series B Holders, the Series E Holders and, if applicable, holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors of the General Partner. (i) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Stock Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series B Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series B Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series E Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series E Preferred Units. (ii) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Units, Series B Preferred Units and Series E Preferred Units, voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities if the cumulative distributions payable on Outstanding Series A Preferred Units, Series B Preferred Units or Series E Preferred Units are in arrears or (y) create or issue any Senior Securities. (d) For any matter described in this Section 316.5 in which the Series A Holders, Series B Holders or Series E Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series A Holders, Series B Holders or Series E Holders shall be entitled to one vote per Series A Preferred Unit, Series B Preferred Unit or Series E Preferred Unit, as applicable. Any Series A Preferred Units, Series B Preferred Units or Series E Preferred Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. The In addition to any other voting rights required by law, the holders of shares of Series A Junior Participating Preferred Stock Shares shall have the following voting rights: (Aa) Each share of Subject to the provision for adjustment hereinafter set forth, each Series A Junior Participating Preferred Stock Share shall entitle the holder thereof to a number of 100 votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. . In the event the Corporation shall at any time after the Rights Declaration Date (Bi) Except as required by lawdeclare any dividend on Common Stock payable in shares of Common Stock, by Section 3(C(ii) and by Section 10 hereofsubdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of Series A Junior Participating Preferred Shares were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) In the event that dividends upon the Series A Preferred Shares shall be in arrears for two successive Dividend Payment Dates and such dividends shall not have been paid by the 60th day after the second Dividend Payment Date, the holders of such Series A Preferred Shares shall become entitled to the extent hereinafter provided to vote noncumulatively at all elections of directors of the Corporation, and to receive notice of all stockholders' meetings to be held for such purpose. At such meetings, to the extent that directors are being elected, the holders of such Series A Preferred Shares voting as a class shall be entitled solely to elect two members of the Board of Directors of the Corporation; and all other directors of the Corporation shall be elected by the other stockholders of the Corporation entitled to vote in the election of directors. Such voting rights of the holders of such Series A Preferred Shares shall continue until all accumulated and unpaid dividends thereon shall have no special been paid or funds sufficient therefor set aside, whereupon all such voting rights of the holders of shares of such series shall cease, subject to being again revived from time to time upon the reoccurrence of the conditions above described as giving rise thereto. At any time when such right to elect directors separately as a class shall have so vested, the Corporation may, and their consent upon the written request of the holders of record of not less than 20% of the then outstanding total number of shares of all the Series A Preferred Shares having the right to elect directors in such circumstances shall, call a special meeting of holders of such Series A Preferred Shares for the election of directors. In the case of such a written request, such special meeting shall be held within 90 days after the delivery of such request, and, in either case, at the place and upon the notice provided by law and in the By-laws of the Corporation; provided, that the Corporation shall not be required (except to call such a special meeting if such request is received less than 120 days before the date fixed for the next ensuing annual or special meeting of stockholders of the Corporation. Upon the mailing of the notice of such special meeting to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifsuch Series A Preferred Shares, at or, if no such meeting be held, then upon the time mailing of any the notice of the next annual or special meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall shall, ipso facto, be increased by two. In addition to voting together with the extent, but only to the extent, necessary to provide sufficient vacancies to enable the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the such Series A Junior Participating Preferred StockShares to elect the two directors hereinabove provided for, voting separately as a class to the exclusion of the holders of Common Stock, and all such vacancies shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, filled only by the affirmative vote of the holders of such Series A Preferred Shares as hereinabove provided. Whenever the shares number of directors of the Corporation shall have been increased, the number as so increased may thereafter be further increased or decreased in such manner as may be permitted by the By-laws and without the vote of the holders of Series A Junior Participating Preferred Stock at Shares, provided that no such action shall impair the time entitled to cast a majority right of the votes entitled holders of Series A Preferred Shares to elect and to be cast represented by two directors as herein provided. So long as the holders of Series A Preferred Shares are entitled hereunder to voting rights, any vacancy in the Board of Directors caused by the death or resignation of any director elected by the holders of Series A Preferred Shares, shall, until the next meeting of stockholders for the election of any such director at a special meeting of such holders called for that purposedirectors, and any vacancy thereby created may in each case be filled by the vote of such holders. If and when such default shall cease to exist, remaining director elected by the holders of the Series A Junior Participating Preferred Stock shall be divested of Shares having the foregoing special voting rights, subject right to revesting elect directors in the event of each and every subsequent like default in payments of dividendssuch circumstances. Upon the termination of the foregoing special voting rightsrights of the holders of Series A Preferred Shares, the terms of office of all persons who may shall have been elected directors pursuant to said special voting rights of the Corporation by vote of the holders of Series A Preferred Shares or by a director elected by such holders shall forthwith terminate. (c) Except as otherwise provided herein, and in the number Certificate of directors constituting Incorporation of the Board of Directors shall be reduced Corporation or by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to law, the holders of the Series A Junior Participating Preferred Shares and the holders of Common Stock in this Section 3(and the holders of shares of any other series or class entitled to vote thereon) shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

Voting Rights. (a) The holders of Series A Preferred Stock shall not be entitled to vote with the holders of Common Stock except with respect to shares of the Series A Preferred Stock that have been converted into Common Stock. (b) If and whenever two dividends payable on the Series A Preferred Stock have not been paid in full, the number of directors then constituting the Board of Directors shall be increased by two and the holders of shares of Series A Junior Participating Preferred Stock Stock, voting as a single class, shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders elect the additional directors to serve on the Board of Common Stock as set forth herein) for taking any corporate action. (C) If, Directors at the time of any annual meeting of stockholders for the election of directorsor special meeting held in place thereof, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors at a special meeting of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately Stock called as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless hereinafter provided. Whenever all arrears in dividends in arrears on the Series A Junior Participating Preferred Stock then outstanding shall have been paid and dividends thereon for the current dividend period shall have been paid or declared and set apart for payment prior theretopayment, to vote for then the election right of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock to elect such additional directors shall cease (but subject always to the same provisions for the vesting of such voting rights in the case of any similar future arrearage in two dividends), and the term of office of any person elected as director by the holders of the Series A Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, terminate and the number of directors constituting the Board of Directors shall be reduced accordingly. At any time after voting power to elect a director shall have become vested and be continuing in the holders of Series A Preferred Stock pursuant to this paragraph, or if a vacancy shall exist in the office of a director elected by the holders of Series A Preferred Stock, a proper officer of the Corporation may, and upon the written request of the holders of record of at least ten percent (10%) of the shares of Series A Preferred Stock then outstanding addressed to the Secretary of the Corporation shall, call a special meeting of the holders of Series A Preferred Stock for the purpose of electing the director which such holders are entitled to elect. If such meeting shall not be called by a proper officer of the Corporation within twenty (20) days after personal service of said written request upon the Secretary of the Corporation, or within twenty (20) days after mailing the same within the United States by certified mail, addressed to the Secretary of the Corporation at its principal executive offices, then the holders of at least ten percent (10%) of the outstanding shares of Series A Preferred Stock 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 the person so designated upon the notice required for the annual meeting of stockholders of the Corporation and shall be held at the place for holding the annual meetings of stockholders. Any holder of Series A Preferred Stock so designated shall have, and the Corporation shall provide, access to the lists of stockholders to be called pursuant to the provisions hereof. (c) Without either (i) the written consent of holders of a majority of the outstanding shares of Series A Preferred Stock or (ii) the vote of holders of a majority of the outstanding shares of Series A Preferred Stock which vote is taken at a meeting of the holders of Series A Preferred Stock called for such purpose, the Corporation will not amend, alter or repeal any provision of the Articles of Incorporation or this Certificate of Determination (including by way of merger), so as to adversely affect the preferences, rights or powers of the Series A Preferred Stock; provided that any such amendment that changes the dividend payable on or the Liquidation Preference of the Series A Preferred Stock shall require either (i) the written consent of holders of two. -thirds of the outstanding shares of Series A Preferred Stock (ii) or the vote of holders of two-thirds of the outstanding shares of Series A Preferred Stock which vote is taken at a meeting of the holders of Series A Preferred Stock called for such purpose. (d) Without either (i) the written consent of holders of a majority of the outstanding shares of Series A Preferred Stock or (ii) the vote of holders of a majority of the outstanding shares of Series A Preferred Stock which vote is taken at a meeting of such holders called for such purpose, the Corporation will not create, authorize or issue any Senior Securities nor split or combine the Preferred Stock. (e) The Corporation shall not, in a single transaction or series of related transactions, consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to, any Person or adopt a plan of liquidation unless: either (1) the Corporation is the surviving or continuing Person and the Series A Preferred Stock shall remain outstanding without any amendment that would adversely affect the preferences, rights or powers of the Series A Preferred Stock or (2) (i) the Person (if other than the Corporation) formed by such consolidation or into which the Corporation is merged or the Person which acquires by conveyance, transfer or lease the properties and assets of the Corporation substantially as an entirety or in the case of a plan of liquidation, the Person to which assets of the Corporation have been transferred, shall be a corporation, partnership or trust organized and existing under the laws of the United States or any State thereof or the District of Columbia and (ii) the Series A Preferred Stock shall be converted into or exchanged for and shall become shares of such successor, transferee or resulting Person, having in respect of such successor, transferee or resulting Person, the same powers, preferences and relative participating, optional or other special rights and the qualifications, limitations or restrictions thereon, that the Series A Preferred Stock had immediately prior to such transaction except as provided in paragraph 8(g)(i). (f) In exercising the voting rights granted by set forth in Clauses (b), (c) and (d) of this Section 3(Cparagraph 9, each shares of Series A Preferred Stock shall have one vote per share. (g) The consent or votes required above shall be in addition to any other voting rights granted to the holders approval of stockholders of the Series A Junior Participating Preferred Stock in this Section 3Corporation which may be required by law or pursuant to any provision of the Corporation's articles of incorporation or bylaws, which approval shall be obtained by vote of the stockholders of the Corporation or as otherwise required by applicable law or the Corporation's Articles of Incorporation or bylaws.

Voting Rights. The (a) Except for matters which do not require the vote of Holders of MRP Shares under the 1940 Act and except as otherwise provided in the Charter or Bylaws, herein or as otherwise required by applicable law, (1) each Holder of MRP Shares shall be entitled to one vote for each MRP Share held on each matter submitted to a vote of stockholders of the Company, and (2) the holders of shares of Series A Junior Participating Outstanding Preferred Stock Shares and Common Shares shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to vote together as a number of votes equal to the Adjustment Number single class on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by lawstockholders; provided, by Section 3(C) and by Section 10 hereofhowever, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with that the holders of Common Stock for the election of other directors of the CorporationOutstanding Preferred Shares shall be entitled, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class class, to the exclusion of the holders of shares of all other classes of stock of the Company, to elect two Directors of the Company at all times. Subject to the foregoing rights of the Holders of the MRP Shares, the identity and class (if the Board of Directors is then classified) of the nominees for such Directors may be fixed by the Board of Directors. Subject to paragraph (b) of this Section 4, the holders of Outstanding Common StockShares and Preferred Shares, voting together as a single class, shall elect the balance of the Directors. (b) During any period in which any one or more of the conditions described below shall exist (such period being referred to herein as a “Voting Period”), the number of Directors constituting the Board of Directors shall automatically increase by the smallest number that, when added to the two Directors elected exclusively by the holders of Preferred Shares would constitute a majority of the Board of Directors as so increased by such smallest number; and the holders of Preferred Shares shall be entitled, voting as a class on a one-vote-per-share basis (to the exclusion of the holders of all other securities and classes of shares of the Company), to elect such smallest number of additional Directors, together with the two Directors that such holders are in any event entitled to elect. A Voting Period shall commence: (i) if at the close of business on any Dividend Payment Date accumulated dividends (whether or not earned or declared) on Preferred Shares equal to at least two full years’ dividends shall be due and unpaid; or (ii) if at any time holders of any Preferred Shares are entitled under the 1940 Act to elect a majority of the Directors of the Company. Upon the termination of a Voting Period, the voting rights described in this paragraph (b) of Section 4 shall cease, subject always, however, to the revesting of such voting rights in the holders of Preferred Shares upon the further occurrence of any of the events described in this paragraph (b) of Section 4. (c) As soon as practicable after the accrual of any right of the holders of Preferred Shares to elect additional Directors as described in paragraph (b) of this Section 4, the Company shall call a special meeting of such holders, and mail a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 30 calendar days after the date of mailing of such notice. If the Company fails to send such notice or if a special meeting is not called at the expense of the Company, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting of holders of Preferred Shares held during a Voting Period at which Directors are to be elected, such holders, voting as a separate class (to the exclusion of the holders of all other securities and classes of capital stock of the Company), shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on to elect the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified Directors prescribed in paragraph (Ab) of this Section 3. Until the default in payments 4 on a one-vote-per-share basis. (d) The terms of office of all dividends which permitted persons who are Directors of the Company at the time of a special meeting of Holders of the MRP Shares and holders of other Preferred Shares to elect Directors shall continue, notwithstanding the election at such meeting by the Holders of said directors shall cease the MRP Shares and such holders of other Preferred Shares of the number of Directors that they are entitled to existelect, any director who shall have been and the persons so elected by such holders, together with the two incumbent Directors elected by such holders and the remaining incumbent Directors, shall constitute the duly elected Directors of the Company. (e) Simultaneously with the termination of a Voting Period, the terms of office of the additional Directors elected by the Holders of the MRP Shares and holders of other Preferred Shares pursuant to paragraph (b) of this Section 4 shall terminate, the number of Directors constituting the Board of Directors shall decrease accordingly, the remaining Directors shall constitute the Directors of the Company and the voting rights of such holders to elect additional Directors pursuant to paragraph (b) of this Section 4 shall cease, subject to the provisions of the last sentence of paragraph (b) of this Section 3(C4. (f) may be removed at So long as any timeof the Preferred Shares are Outstanding, the Company will not, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled outstanding Preferred Shares determined with reference to a “majority of outstanding voting securities” as that term is defined in Section 2(a)(42) of the 1940 Act (a “1940 Act Majority”), voting as a separate class: (i) amend, alter or repeal any of the preferences, rights or powers of such class of Preferred Shares so as to affect materially and adversely such preferences, rights or powers and will not amend any provision of the Charter or Bylaws in a manner which would restrict or limit the ability of the Company to comply with the terms and provisions of the Securities Purchase Agreement; (ii) amend alter or repeal any of the provisions of the Charter or Bylaws if such amendment, alteration or repeal would adversely affect any privilege, preference, right or power of the MRP Shares or the Holders thereof; (iii) enter into, become a party to, be cast for bound by or adopt or allow to exist any agreement or instrument or any evidence of indebtedness which contains restrictive covenants intended to limit the election right of the Company to make dividends, distributions, redemptions or repurchases of Preferred Shares (each a “Restricted Payment Covenant”) which are more restrictive than the most restrictive of the provisions of Sections 10.4(b) or (c) of the Note Purchase Agreement dated as of April 30, 2014 of the Company, Section 6.6 of the JPMorgan Credit Agreement, or Section 6.4 of the Sumitomo Credit Agreement, in each case, as such Note Purchase Agreement and the JPMorgan Credit Agreement and Sumitomo Credit Agreement is in effect on April 30, 2014 (other than Restricted Payment Covenants that are more restrictive as a result of (1) a change in the laws or regulations or the Rating Agency Guidelines to which the Company is subject or (2) dividends, distributions, redemptions or repurchases of Preferred Shares being blocked or restricted as a result of the occurrence of any default or event of default as such director at terms are defined under any such agreement or instrument). For the avoidance of doubt, an amendment to, or adoption of, a special meeting covenant (other than a Restricted Payment Covenant) in any instrument or agreement evidencing indebtedness of the Company (including, without limitation, the Note Purchase Agreement dated as of April 30, 2014 of the Company and the Credit Agreements) shall not require the affirmative vote of a 1940 Act Majority of the Holders of the Preferred Shares pursuant to this Section 4(f)(iii); (iv) create, authorize or issue shares of any class of capital stock ranking on a parity with the Preferred Shares with respect to the payment of dividends or the distribution of assets, or any securities convertible into, or warrants, options or similar rights to purchase, acquire or receive, such holders called for that purposeshares of capital stock ranking on a parity with the Preferred Shares or reclassify any authorized shares of capital stock of the Company into any shares ranking on a parity with the Preferred Shares (except that, and any vacancy thereby created may be filled by notwithstanding the foregoing, but subject to the provision of Section 3(i), the Board of Directors, without the vote or consent of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested Shares may from time to time authorize, create and classify, and the Company, to the extent permitted by the 1940 Act, may from time to time issue, shares or series of Preferred Shares, including other series of Mandatory Redeemable Preferred Shares, ranking on a parity with the MRP Shares with respect to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the foregoing special voting rightsaffairs of the Company, and may authorize, reclassify and/or issue any additional MRP Shares, including shares previously purchased or redeemed by the Company, subject to revesting (i) continuing compliance by the Company with MRP Shares Asset Coverage requirement and MRP Shares Basic Maintenance Amount and, in all material respects, the other provisions of these Articles Supplementary, and (ii) the payment in full of all accrued and unpaid dividends on the MRP Shares and the effectuation of all redemptions required in respect of the MRP Shares, in each case, without regard to the Special Proviso in Section 3(a)(iv) except to the extent the proceeds of the issuance of such Preferred Shares are used to pay such dividends in full and to effect all such redemptions); (v) liquidate or dissolve the Company; (vi) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the event future (upon the happening of each a contingency or otherwise) the creation, incurrence or existence of any material lien, mortgage, pledge, charge, security interest, security agreement, conditional sale or trust receipt or other material encumbrance of any kind upon any of the Company’s assets as a whole, except (A) liens the validity of which are being contested in good faith by appropriate proceedings, (B) liens for taxes that are not then due and every subsequent like default payable or that can be paid thereafter without penalty, (C) liens, pledges, charges, security interests, security agreements or other encumbrances arising in payments connection with any indebtedness senior to the MRP Shares or arising in connection with any futures contracts or options thereon, interest rate swap or cap transactions, forward rate transactions, put or call options, short sales of securities or other similar transactions, (D) liens, pledges, charges, security interests, security agreements or other encumbrances arising in connection with any indebtedness permitted under clause (vii) below and (E) liens to secure payment for services rendered, including, without limitation, services rendered by the Company’s custodian and the Paying Agent; (vii) create, authorize, issue, incur or suffer to exist any indebtedness for borrowed money or any direct or indirect guarantee of such indebtedness for borrowed money or any direct or indirect guarantee of such indebtedness, except the Company may borrow and issue indebtedness as may be permitted by the Company’s investment restrictions or as may be permitted by the 1940 Act; provided, however, that transfers of assets by the Company subject to an obligation to repurchase shall not be deemed to be indebtedness for purposes of this provision to the extent that after any such transaction the Company meets the MRP Shares Basic Maintenance Amount; (viii) create, authorize or issue of any shares of capital stock of the Company which are senior to the MRP Shares with respect to the payment of dividends. Upon , the termination making of redemptions, liquidation preference or the distribution of assets of the foregoing special Company. (g) The affirmative vote of the holders of a 1940 Act Majority of the Outstanding Preferred Shares, voting as a separate class, shall be required to approve any plan of reorganization (as such term is used in the 1940 Act) adversely affecting such shares or any action requiring a vote of security holders of the Company under Section 13(a) of the 1940 Act. (h) The affirmative vote of the holders of a 1940 Act Majority of the MRP Shares, voting separately as a series, shall be required with respect to any matter that materially and adversely affects the rights, preferences, or powers of the terms MRP Shares in a manner different from that of office other separate series of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and classes of the number Company’s shares of directors constituting the Board of Directors shall be reduced by twocapital stock. The voting rights granted by vote of holders of any shares described in this Section 3(C4(h) shall will in each case be in addition to a separate vote of the requisite percentage of Common Shares and/or Preferred Shares, if any, necessary to authorize the action in question. (i) Unless otherwise required by law, Holders of MRP Shares shall not have any relative rights or preferences or other special rights other than those specifically set forth herein. The Holders of MRP Shares shall have no rights to cumulative voting. (j) The foregoing voting rights provisions will not apply with respect to the MRP Shares if, at or prior to the time when a vote is required, such shares have been (i) redeemed or (ii) called for redemption and sufficient funds shall have been deposited in trust to effect such redemption. (k) Any vote, amendment, waiver, or consent granted or to be effected by any Holder of MRP Shares that has agreed to transfer such MRP Shares to the Company or any Affiliate of the Company and has agreed to provide such waiver, vote, amendment or modification as a condition to such transfer shall be void and of no effect except as to such Holder. (l) So long as any of the Preferred Shares are Outstanding, the Company will not, without the affirmative vote of (1) the holders of a 1940 Act Majority of the outstanding Preferred Shares, voting as a separate class, and (2) the holders of a 1940 Act Majority of the holders of the Series A Junior Participating MRP Shares, voting as a separate series, create, authorize or issue shares of any class of capital stock ranking senior to the Preferred Stock in this Section 3Shares with respect to the payment of dividends or the distribution of assets, or any securities convertible into, or warrants, options or similar rights to purchase, acquire or receive, such shares of capital stock ranking senior to the Preferred Shares or reclassify any authorized shares of capital stock of the Company into any shares ranking senior to the Preferred Shares.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. Except as otherwise provided herein, in any other Certificate of Designation creating a series of Preferred Stock or any similar stock of the Corporation, or by law, the holders of Series A Junior Participating Preferred Stock and the holders of Common Stock and other capital stock of the Corporation having general voting rights shall vote together, as one class, on all matters submitted to a vote of stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, with or without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of the shares of Series A Junior Participating Preferred Stock hereby acknowledge and agree that the voting rights set forth in Section 5 of the Certificate of Designation shall not be effective (and shall not be exercised by the holders of the shares of Preferred Stock) prior to the effective date of a Chapter 11 plan of reorganization with respect to the Company. Prior to such date, the holders of the shares of Preferred Stock shall have the following voting rightsrights in lieu of the voting rights set forth in Section 5 of the Certificate of Designation: (Aa) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, The holders of Series A Junior Participating shares of Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stockexclusive right, voting separately as a class single class, to elect two directors of the Company; provided, however, that if the holders of shares of Preferred Stock do not elect any directors to the exclusion Board of Directors, such holders will have the right to appoint an observer to the Board of Directors. (b) Any vacancy occurring in the office of director elected by the holders of Preferred Stock or any additional director to be elected pursuant to Section 4.1(a) or 4.1(b) above may be filled by the remaining director(s) elected by the holders of Preferred Stock unless and until such vacancy shall be filled by the holders of the shares of Preferred Stock. The term of office of the directors elected by the holders of the shares of Preferred Stock shall terminate upon the election of their successors at any meeting of stockholders held for the purpose of electing directors. (c) The directors elected by the holders of the shares of Preferred Stock voting separately as a single class may be removed from office with or without cause by the vote of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors least a majority of the Corporationoutstanding shares of Preferred Stock. (d) From and after the effective date of a Chapter 11 plan or reorganization with respect to the Company, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote foregoing rights of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority elect directors of the votes entitled to Company in accordance with this Section 4.1 shall no longer be cast for the election of any such director at a special meeting of such holders called for that purpose, effective (and any vacancy thereby created may shall not be filled exercised by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating shares of Preferred Stock Stock) and shall be divested replaced with the rights of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating shares of Preferred Stock to elect directors of the Company in this Section 3accordance with Sections 5 of the Certificate of Designation.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation Company shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the CorporationCompany, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the CorporationCompany, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, if any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be resigns, is removed at any timeor dies or such directorship otherwise becomes vacant, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of may fill any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holdersvacancy. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock Shares shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock Share shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders shareholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock Shares shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock Shares as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders shareholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock Shares are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock Shares for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred StockShares, voting separately as a class to the exclusion of the holders of Common StockShares, shall be entitled at said meeting of stockholders shareholders (and at each subsequent annual meeting of stockholdersshareholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock Shares have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock Shares being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock Share as is specified in paragraph (A) of this Section 3. Each such additional director shall serve until the next annual meeting of shareholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock Shares at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock Shares shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock Shares in this Section 3.

Voting Rights. (a) The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating F Preferred Stock shall have no special voting rights and their consent shall not be except as provided herein or as otherwise from time to time required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate actionby law. (Cb) IfWhenever dividends payable on the Series F Preferred Stock have not been paid for three or more Dividend Periods, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive, the holders shall have the right, with holders of any other series of securities of the Corporation ranking equally with the Series F Preferred Stock as to dividends that have similar voting rights (including, without limitation, the Series C Preferred Stock, the Series D Preferred Stock and the Series E Preferred Stock) payable and on any share or which dividends likewise have not been paid (the “Voting Parity Securities”), voting together as a class, at a special meeting called at the request of holders of at least 20% of the shares of Series A Junior Participating F Preferred Stock are outstanding or of holders of at least 20% of the shares of any Voting Parity Securities (unless such request for a special meeting is received less than 90 calendar days before the date fixed for the next annual or special meeting of the Corporation’s shareholders, in defaultwhich event such election shall be held only at such next annual or special meeting of the Corporation’s shareholders) or at the Corporation’s next annual or special meeting of the Corporation’s shareholders, the number of to elect two additional directors constituting to the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for Directors; provided that the election of other directors of any such director does not cause the Corporation to violate the applicable corporate governance requirements or any applicable exchange or trading market where the Common Stock is then listed or quoted, as the case may be; and provided, further, that at no time will the Corporation’s Board of Directors include more than two directors elected pursuant to this paragraph 4(b). At any meeting held for the purpose of electing such a director, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion presence in person or by proxy of the holders of Common Stockshares representing at least a majority of the voting power of the Series F Preferred Stock and any Voting Parity Securities, voting together as a class, shall be entitled at said meeting required to constitute a quorum of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3such shares. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the The affirmative vote of the holders of the shares of Series A Junior Participating F Preferred Stock at the time entitled to cast and holders of any Voting Parity Securities, voting together as a class, representing a majority of the votes entitled voting power of such shares present at such meeting, in person or by proxy, shall be sufficient to be cast for elect any such director. (c) Upon the election of any such director at a special directors, the number of directors that comprise the board of directors shall be increased by such number of directors. Such directors shall be elected to terms that are the shorter of the next annual meeting of the Corporation and such holders called time as full dividends have been paid on the Series F Preferred Stock for that purposeat least three consecutive Dividend Periods. In the event such term expires prior to the time full dividends have been paid on the Series F Preferred Stock for at least three consecutive Dividend Periods, and any vacancy thereby created such directors may be elected to successive terms of similar duration until full dividends have been paid on the Series F Preferred Stock for at least three consecutive Dividend Periods. Holders of Series F Preferred Stock, together with holders of any Voting Parity Securities, voting together as a class, may remove any director they elected. Any vacancy created by the removal of any such director shall be filled only by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating F Preferred Stock and holders of any Voting Parity Securities, voting together as a class. If the office of either such director becomes vacant for any reason other than removal, the remaining director may choose a successor who will hold office for the unexpired term of the vacant office. (d) So long as any shares of Series F Preferred Stock remain outstanding, the Corporation shall not, without the vote, in person or by proxy, or written consent of the holders of at least 75% of the shares of the Series F Preferred Stock, voting as a separate class: (i) amend the articles of incorporation, as amended, to authorize, or increase the authorized amount of, any shares of any class or series of stock ranking senior to the Series F Preferred Stock with respect to payment of dividends or distribution of assets on liquidation of the Corporation; as well as any amendment of the articles of incorporation, as amended, or amended and restated bylaws that would alter or change the voting powers, preferences or special rights of the Series F Preferred Stock so as to materially and adversely affect them; provided that the amendment of the articles of incorporation, as amended, so as to authorize or create, or to increase the authorized amount of any shares of any class or series or any securities convertible into shares of any class or series of stock of the Corporation ranking on a parity with or junior to the Series F Preferred Stock with respect to dividends and in the distribution of assets on liquidation, dissolution or winding-up of the Corporation shall not be deemed to materially and adversely affect the voting powers, preferences or special rights of the Series F Preferred Stock; or (ii) consummate a binding share exchange, a reclassification involving the Series F Preferred Stock or a merger or consolidation of the Corporation with another entity; provided, however, that the holders of Series F Preferred Stock shall be divested have no right to vote under this provision or otherwise under Illinois law if in each case (A) both (1) the Series F Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the foregoing surviving or resulting entity (or its ultimate parent) that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and (2) the Series F Preferred Stock remaining outstanding or the new preferred securities, as the case may be, have such powers, preferences and special voting rights, subject taken as a whole, as are not materially less favorable to revesting the holders thereof than the powers, preferences and special rights of the Series F Preferred Stock, or (B) the Corporation has exercised its mandatory conversion rights pursuant to paragraph 3(c) hereof in connection with such consummation. (e) The number of votes of each share of Series F Preferred Stock and any Voting Parity Securities participating in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors votes described above shall be reduced by two. The voting rights granted by this Section 3(C) calculated on an as converted basis or, if not all of such stock is convertible or exchangeable for Common Stock, shall be in addition to any other voting rights granted proportion to the holders liquidation preference of the Series A Junior Participating Preferred Stock in this Section 3such share.

Voting Rights. The holders (i) Holders of shares of the Series A Junior Participating B Preferred Stock Units shall not have the following any voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation, except as described below. (Bii) Except as required by lawWhenever distributions on any Series B Preferred Units shall be in arrears for six or more quarterly periods (a "Preferred Distribution Default"), by Section 3(C) and by Section 10 hereof, the holders of the outstanding Series A Junior Participating B Preferred Stock Units shall have no special voting rights and their consent be entitled to elect two individuals (the "Preferred Unit Representatives"), which individuals shall not be required (except to the extent they are entitled to vote with holders of Common Stock as on their behalf on the matters set forth hereinin subparagraph (iv) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the below. Such election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased held at a special meeting called by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion at least 10% of the holders of Common Stock, shall be entitled at said meeting of stockholders outstanding Series B Preferred Units. (iii) If and at each subsequent annual meeting of stockholders), unless when all dividends in arrears accumulated distributions and the distribution for the current distribution period on the Series A Junior Participating B Preferred Stock Units shall have been paid in full or declared and set apart aside for payment prior thereto, to vote for the election of two directors of the Corporationin full, the holders of any Series A Junior Participating B Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Units, acting through the Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to existUnit Representatives, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, rights set forth in subsection F(iv) below (subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon Preferred Distribution Default) and the termination of the foregoing special voting rights, the terms term of office of all persons who each Preferred Unit Representative so elected shall terminate. So long as a Preferred Distribution Default shall continue, any vacancy in the office of a Preferred Unit Representative may be filled by written consent of the Preferred Unit Representative remaining in office, or if there is no such remaining representative, by vote of holders of a majority of the outstanding Series B Preferred Units. Any Preferred Unit Representative may be removed at any time with or without cause by the vote of, and shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding Series B Preferred Units when they have been elected directors pursuant to said special the voting rights set forth in subsection F(iv) below. (iv) For so long as a Preferred Distribution Default shall forthwith terminatecontinue, any action to be taken by the Partnership at the direction of the General Partner and as to which the General Partner may act only upon authorization by its Board of Trustees (the "Board") may only be taken if such action is approved by a majority in number of the members of Board and the number Preferred Unit Representatives voting together as a group. (v) So long as any Series B Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote or consent of directors constituting the Board holders of Directors at least two-thirds of Series B Preferred Units outstanding at the time, given in person or by proxy, either in writing or at a meeting, (a) authorize or create, or increase the authorized or issued amount of, any class or series of Partnership Interests ranking prior to Series B Preferred Units with respect to the payment of distributions or the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up of the Partnership or reclassify any previously designated Partnership Interests into such Partnership Interests, or create, authorize or issue any obligation or Partnership Interests convertible or exchangeable into or evidencing the right to purchase any such Partnership Interests; or (b) amend, alter or repeal the provisions of the Partnership Agreement, whether by merger, consolidation or otherwise, or consummate a merger or consolidation involving the Partnership (any such merger or consolidation, an "Event"), so as to materially and adversely affect any right, preference, privilege or voting power of such Series B Preferred Units or the holders thereof; provided, however, with respect to the occurrence of any of the Events set forth in (b) above, the occurrence of any such Event shall not be reduced by two. The deemed to materially adversely affect such rights, preferences, privileges or voting powers of holders of Series B Preferred Units if immediately after any such Event (i) in which the Partnership is the surviving entity, there are outstanding no equity securities ranking as to distribution rights granted by this Section 3(Cor liquidation preference senior to the Series B Preferred Units other than the securities of the Partnership outstanding prior to such Event, (ii) shall be in addition to any other voting rights granted to which the Partnership is not the surviving entity, as a result of the Event, the holders of the Series B Preferred Units receive shares of stock or other equity securities with preferences, rights and privileges substantially similar to the preferences, rights and privileges of the Series B Preferred Units and there are outstanding no shares of stock or other equity securities of the surviving entity ranking as to distribution rights or liquidation preference senior to the Series B Preferred Units other than the securities issued in respect of securities of the Partnership outstanding prior to such Event or (iii) whether or not the Partnership is the surviving entity, there are no outstanding equity securities of the Partnership or its successor (other than securities of the Partnership outstanding prior to such Event, or securities issued in respect of securities of the Partnership outstanding prior to such Event) ranking as to distribution rights or liquidation preference senior to the Series B Preferred Units; and provided further that any increase in the amount of authorized Preferred Units or the creation or issuance of any class or series of Preferred Units (other than the Series B Preferred Units), in each case ranking on a parity with or junior to the Series B Preferred Units with respect to payment of distributions and the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up of the Partnership, shall not be deemed to materially and adversely affect such rights, preferences, privilege or voting powers. (vi) Notwithstanding anything to the contrary contained herein, the creation or issuance of any series of Preferred Units that is subject to mandatory redemption at a scheduled date or dates or that has the benefit of a sinking fund or that is subject to redemption at the option of the Partnership or the holder but that otherwise ranks on a parity with or junior to the Series B Preferred Units with respect to payment of distributions and the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up of the Partnership shall not require the affirmative vote or consent of all or any of the holders of the Series B Preferred Units. (vii) The foregoing voting provisions shall not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series B Preferred Units shall have been converted, redeemed or called for redemption upon proper notice and sufficient funds or Class A Junior Participating Preferred Stock Units, as applicable, shall have been deposited in this Section 3trust to effect such redemption.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) law and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation Company shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the CorporationCompany, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the CorporationCompany, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) next preceding sentence may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number one vote on all matters submitted to a vote of the stockholders shareholders of the CorporationCompany. (B) Except as required otherwise provided herein or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of shareholders of the Company. (C) If at the time of any annual meeting of shareholders for the election of directors a "default in preference dividends" on the Series A Preferred Stock shall exist, the holders of the Series A Preferred Stock shall have the right at such meeting, voting together as a single class, to the exclusion of the holders of Common Stock, to elect two (2) directors of the Company. Such right shall continue until there are no dividends in arrears upon the Series A Preferred Stock. Either or both of the two directors to be elected by Section 3(Cthe holders of the Series A Preferred Stock may be to fill a vacancy or vacancies created by an increase by the Board of Directors in the number of directors constituting the Board of Directors. Each director elected by the holders of Preferred Stock (a "Preferred Director") shall continue to serve as such director for the full term for which he or she shall have been elected, notwithstanding that prior to the end of such term a default in preference dividends shall cease to exist. Any Preferred Director may be removed by, and shall not be removed except by, the vote of the holders of record of the outstanding Series A Preferred Stock voting together as a single class, at a meeting of the shareholders or of the holders of Preferred Stock called for the purpose. So long as a default in preference dividends on the Series A Preferred Stock shall exist, (i) any vacancy in the office of a Preferred Director may be filled (except as provided in the following clause (ii)) by Section 10 an instrument in writing signed by the remaining Preferred Director and filed with the Company and (ii) in the case of the removal of any Preferred Director, the vacancy may be filled by the vote of the holders of the outstanding Series A Preferred Stock voting together as a single class, at the same meeting at which such removal shall be voted. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director. For the purposes hereof, a "default in preference dividends" on the Preferred Stock shall be deemed to have occurred whenever the amount of accrued and unpaid dividends upon the Series A Preferred Stock shall be equivalent to six (6) full quarterly dividends or more, and having so occurred, such default shall be deemed to exist thereafter until, but only until, all accrued dividends on all Series A Preferred Stock then outstanding shall have been paid to the end of the last preceding quarterly dividend period. The provisions of this paragraph (C) shall govern the election of Directors by holders of Series A Junior Participating Preferred Stock during any default in preference dividends notwithstanding any provisions of the Company's Certificate of Incorporation to the contrary. (D) Except as set forth herein, holders of shares of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of shares of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, law and by Section 3(CSections 4(C) and by Section 10 11 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation. For such election of two additional directors, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per each share of Series A Junior Participating Preferred Stock as shall entitle the holder thereof to cast the number of votes that is specified in paragraph (ASection 4(A) of this Section 3above. Until the default in payments payment of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C4(C) may be removed at any time, time without cause, cause only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director director, at a special meeting of such holders called for that purpose, and any vacancy thereby created may only be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting re-vesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms term of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C4(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in under this Section 34.

Voting Rights. The holders holder of shares each share of Series A Junior Participating C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof be entitled to exercise a number of votes equal to the Adjustment Number on all matters submitted number of shares of Common Stock and Common Stock Equivalents held by such stockholder, and with respect to a vote of the stockholders of the Corporation. (B) Except as required by lawsuch vote, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock such holder shall have no special full voting rights and their consent shall not be required (except powers equal to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion rights and powers of the holders of Common Stock, except as expressly provided herein or required by law, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the bylaws of this Corporation, and shall be entitled at said meeting to vote, together with holders of stockholders (and at each subsequent annual meeting Common Stock, with respect to any question upon which holders of stockholders)Common Stock have the right to vote. Notwithstanding, unless all dividends in arrears on the foregoing, holders of Series A Junior Participating F Preferred Stock have been paid shall not be entitled to vote such shares in the election of directors of the Corporation until (i) the expiration or declared and set apart for payment prior theretoearly termination of the applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) such that such holder could, in compliance with the HSR Act, acquire a number of shares of Series F Preferred Stock with the right to vote for directors of the Corporation equal to the number of shares of Series F Preferred Stock without the right to vote for directors of the Corporation held by such holder or (ii) any other event, the occurrence of which results in such holder’s ability to acquire, in compliance with the HSR Act, a number of shares of Series F Preferred Stock with the right to vote for directors of the Corporation equal to the number of shares of Series F Preferred Stock without the right to vote for directors of the Corporation held by such holder. For the avoidance of doubt, holders of Series F Preferred Stock shall not have voting rights with respect to the election of two directors of the Corporationdirectors, the holders of except as expressly provided herein or as required by law. Fractional votes shall not, however, be permitted and any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph fractional voting rights available on an as-converted basis (A) of this Section 3. Until the default in payments of after aggregating all dividends shares into which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating F Preferred Stock shall held by each holder could be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(Cconverted) shall be in addition to any other voting rights granted rounded to the holders of the Series A Junior Participating Preferred Stock in this Section 3nearest whole number (with one-half being rounded upward).

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rightsCovered Investors agree that: (Aa) Each share Covered Investor will cause to be present, in person or represented by proxy, all voting securities of Series A Junior Participating Preferred Stock shall entitle the holder thereof to Company that such Covered Investor Beneficially Owns at all stockholder meetings of the Company so that all voting securities of the Company that the Covered Investors Beneficially Own will be counted for the purposes of determining the presence of a number of votes equal to the Adjustment Number on quorum at such meetings. (b) On any and all matters submitted to a vote of the stockholders holders of voting securities of the Corporation. (B) Except Company, the Covered Investors will have the right to vote or direct or cause the vote of the Sole Voting Shares as required by lawthe Covered Investors determine, by in their sole discretion, except as provided in this Section 3(C) and by Section 10 hereof4.02(b). If, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except prior to the extent they are fifth anniversary of the Closing Date, the combined voting power of the Reference Shares of the Company exceeds 25.0% (plus the combined voting power of any Company Common Stock acquired by any Covered Investor in an arm’s length transaction after the date of this Agreement from a Person other than the Company or a Subsidiary of the Company, including through open market purchases, privately negotiated transactions or any distributions of Company Common Stock by either of Ashford Hospitality Trust, Inc. or Ashford Hospitality Prime, Inc. to its respective stockholders pro rata) of the combined voting power of all of the outstanding voting securities of the Company entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in defaultgiven matter, the number of directors constituting the Board of Directors then Reference Shares of the Corporation shall Company representing voting power equal to such excess will be increased by twodeemed to be “Company Cleansed Shares” under this Agreement. In addition The Covered Investors irrevocably agree with the Company that, with respect to the Company Cleansed Shares, they will vote, or cause to be voted, out of the Covered Investors’ Sole Voting Shares of the Company, shares constituting voting together with power equal to the voting power of the Company Cleansed Shares in the same proportion as the holders of Common Stock for the election such class or series of other directors voting securities of the CorporationCompany vote their shares with respect to such matters, the holders of record inclusive of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion Reference Shares of the holders of Common StockCompany voted by the Covered Investors (including as hereinafter further provided in the next succeeding sentence); provided, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on that the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) foregoing restriction may be removed at any time, without cause, only waived by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the Disinterested Directors. The Covered Investors also irrevocably agree solely amongst themselves that the total number of votes entitled attributable to the Non-Cleansed Shares will be cast for proportionately allocated among the election Covered Investors based on a percentage, the numerator of any which is the number of Reference Shares held by such director at Covered Investor, and the denominator of which is the total number of Reference Shares held by all Covered Investors in the aggregate. Each Covered Investor hereby irrevocably grants (i) to the Company or its designee with respect to the voting agreement referenced in the second immediately preceding sentence, and (ii) to each other Covered Investor or its designee with respect to the voting agreement referenced in the immediately preceding sentence, a special meeting proxy with full power of substitution and resubstitution, which is coupled with an interest, during the term of this Agreement, to vote and give or withhold consent on behalf and in the name of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease Covered Investor in order to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, effect the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminateSections 4.02(a) and (b), and the number Company and the Covered Investors, as applicable, each covenant to cause any such designee to carry into effect the terms of directors constituting the Board of Directors shall this Agreement. (c) The Covered Investors hereby revoke any and all other proxies and voting agreements, other than any voting agreement between Xxxxxx Xxxxxxx, Xx. and Xxxxx X. Xxxxxxx (which will nonetheless be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted subject to the holders terms of this Agreement), given by the Series A Junior Participating Preferred Covered Investors with respect to Company Common Stock in Beneficially Owned by them and will cause their Affiliates to revoke any and all proxies and voting agreements, other than any voting agreement between Xxxxxx Xxxxxxx, Xx. and Xxxxx X. Xxxxxxx to which such Affiliate is a party (but subject, nonetheless, to the terms of this Section 3Agreement), given by any such Affiliate with respect to Company Common Stock.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation Company shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the CorporationCompany, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the CorporationCompany, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall not be a member of Class I, Class II or Class III of the Board of Directors of the Company, but shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A B Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A B Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A B Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A B Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A B Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A B Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A B Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A B Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. To the extent the Board of Directors is divided into classes, with the directors in the classes serving staggered terms, at the time of the election of directors elected by the holders of the Series B Junior Participating Preferred Stock pursuant hereto, each such additional director shall not be a member of any such class, but shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A B Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A B Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A B Junior Participating Preferred Stock in this Section 3.

Voting Rights. The (a) Subject to Section 4(b) below, in addition to any other rights provided for herein or by law, the holders of shares of Series A Junior Participating Preferred Stock shall have be entitled to vote, together with the following voting rights: (A) Each holders of Common Stock as one class, on all matters as to which holders of Common Stock shall be entitled to vote, in the same manner and with the same effect as such holders of Common Stock. In any such vote, each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a the number of votes equal to per share that equals the Adjustment Number on all matters submitted to a vote number of the stockholders whole shares of the CorporationCommon Stock into which each such share of Series A Preferred Stock is then convertible. (Bb) Except So long as required by law, by Section 3(C) and by Section 10 hereof, holders 25% of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in defaultremain outstanding (i) the holders of shares of Series A Preferred Stock, voting separately as a single class, shall have the number right to elect two members of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation(each a "SERIES A DIRECTOR"), the holders of record of the and (ii) a Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) Director may be removed at any time, without cause, from the Board of Directors only by the affirmative vote of the holders of a majority of the Series A Preferred Stock, voting separately as a single class. (c) So long as 25% of the shares of Series A Junior Participating Preferred Stock at remain outstanding, if a vacancy on the time entitled Board of Directors is to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the Board of Directors, only a director or directors elected by the same class or classes of stockholders as those who would be entitled to vote to fill such vacancy, if any, shall vote to fill such vacancy. (d) So long as 25% of the shares of Series A Preferred Stock remain outstanding, the Corporation shall take such action as is necessary to ensure that Executive, Audit and Compensation Committees are formed, and that the membership of each of such holders. If and when such default shall cease to exist, the holders committees includes at least one of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3Directors.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle Trustee, as the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred StockSpecial Voting Share, shall be entitled to all of the Voting Rights, including the right to vote the Special Voting Share in person or by proxy on any matters, questions, proposals or propositions whatsoever that may properly come before the shareholders of Holdings at a Holdings Meeting and the right to consent in connection with a Holdings Consent. The Voting Rights shall be and remain vested in and exercised by the Trustee. Subject to Section 7.15: (a) the Trustee shall exercise the Voting Rights only on the basis of instructions received pursuant to this Article 4 from Beneficiaries entitled to instruct the Trustee as to the voting thereof at the time at which the Holdings Meeting is held or a Holdings Consent is sought; (b) to the extent that no instructions are received from a Beneficiary with respect to the Voting Rights to which such Beneficiary is entitled, the Trustee shall not exercise or permit the exercise of such Voting Rights; (c) without prejudice to paragraph (b) above, under no circumstances shall the Trustee exercise or permit the exercise of a number of Voting Rights which is greater than the number of Exchangeable Units outstanding at the relevant time; and (d) notwithstanding Sections 4.1(a), 4.1(b) and 4.1(d), in the event that under applicable law any matter requires the approval of the holder of record of the Special Voting Share, voting separately as a class to class, the exclusion Trustee shall, in respect of such vote, exercise all Voting Rights: (i) in favour of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on relevant matter where the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors result of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares Holdings Shares, the Class A Preferred Shares and the Special Voting Share, voting together as a single class on such matter, (a “Combined Vote”) was the approval of Series A Junior Participating Preferred Stock at such matter; and (ii) against the time relevant matter where the result of the Combined Vote was against the relevant matter; provided that in the event of a vote on a proposal to amend the articles of Holdings to: (x) effect an exchange, reclassification or cancellation of the Special Voting Share, or (y) add, change or remove the rights, privileges, restrictions or conditions attached to the Special Voting Share, in either case, where the Special Voting Share is entitled under applicable Law to vote separately as a class, the Trustee shall exercise all Voting Rights for or against such proposed amendment based on whether it has been instructed to cast a majority of the votes entitled to be cast Beneficiary Votes for the election of any or against such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3proposed amendment.

Voting Rights. a. The holders holder of shares each share of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each right to one vote for each share of Common Stock into which such share of Series A Junior Participating Preferred Stock could be converted at the close of business on the record date for such vote, and with respect to such vote, such holder shall entitle the holder thereof to a number of votes have full voting rights and powers equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any shareholders' meeting in accordance with the bylaws of this corporation, and shall be entitled at said meeting to vote, together with holders of stockholders (Common Stock as a single class and at each subsequent annual meeting not as a separate class, with respect to any question upon which holders of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Common Stock have been paid or declared the right to vote. Fractional votes shall not, however, be permitted and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph fractional voting rights available on an as-converted basis (A) of this Section 3. Until the default in payments of after aggregating all dividends shares into which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at held by such holder could be converted) shall be rounded to the time entitled to cast a majority nearest whole number (with one-half being rounded upward). b. Except as set forth in Section 5(f) hereof, the Board of Directors of the votes entitled to be cast for the election corporation shall consist of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holdersnot less than five (5) nor more than seven (7) members. If and when such default shall cease to existExcept as set forth in Section 5(f) hereof, the holders of the Series A Junior Participating Preferred Stock shall have the right to elect one director voting as a separate class. Except as set forth in Section 5(f) hereof, the remaining directors shall be divested elected by the holders of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination outstanding shares of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, Common Stock and the number Series A Preferred Stock, voting together as a class. Election of directors constituting need not be by written ballot, unless the bylaws of the corporation shall so provide. Any director who is elected to the Board of Directors may be removed from the Board only upon the request of the holders who elected such director by vote of at least the number of shares required to elect such director. In the event that a director so elected resigns, is removed from, or otherwise ceases to serve on, the Board of Directors of the corporation, for whatever reason (other than as a result of the cessation of the term of office of the Additional Director as provided in Section 5(f) hereof), the vacancy shall be reduced filled, in accordance with applicable law, with an individual elected by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3who initially elected such director, as described above.

Voting Rights. (a) The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating E Preferred Stock shall have no special voting rights and their consent shall not be except as provided herein or as otherwise from time to time required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate actionby law. (Cb) IfWhenever dividends payable on the Series E Preferred Stock have not been paid for three or more Dividend Periods, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive, the holders shall have the right, with holders of any other series of securities of the Corporation ranking equally with the Series E Preferred Stock as to dividends that have similar voting rights (including, without limitation, the Series C Preferred Stock, the Series D Preferred Stock and the Series F Preferred Stock) payable and on any share or which dividends likewise have not been paid (the “Voting Parity Securities”), voting together as a class, at a special meeting called at the request of holders of at least 20% of the shares of Series A Junior Participating E Preferred Stock are outstanding or of holders of at least 20% of the shares of any Voting Parity Securities (unless such request for a special meeting is received less than 90 calendar days before the date fixed for the next annual or special meeting of the Corporation’s shareholders, in defaultwhich event such election shall be held only at such next annual or special meeting of the Corporation’s shareholders) or at the Corporation’s next annual or special meeting of the Corporation’s shareholders, the number of to elect two additional directors constituting to the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for Directors; provided that the election of other directors of any such director does not cause the Corporation to violate the applicable corporate governance requirements or any applicable exchange or trading market where the Common Stock is then listed or quoted, as the case may be; and provided, further, that at no time will the Corporation’s Board of Directors include more than two directors elected pursuant to this paragraph 4(b). At any meeting held for the purpose of electing such a director, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion presence in person or by proxy of the holders of Common Stockshares representing at least a majority of the voting power of the Series E Preferred Stock and any Voting Parity Securities, voting together as a class, shall be entitled at said meeting required to constitute a quorum of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3such shares. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the The affirmative vote of the holders of the shares of Series A Junior Participating E Preferred Stock at the time entitled to cast and holders of any Voting Parity Securities, voting together as a class, representing a majority of the votes entitled voting power of such shares present at such meeting, in person or by proxy, shall be sufficient to be cast for elect any such director. (c) Upon the election of any such director at a special directors, the number of directors that comprise the board of directors shall be increased by such number of directors. Such directors shall be elected to terms that are the shorter of the next annual meeting of the Corporation and such holders called time as full dividends have been paid on the Series E Preferred Stock for that purposeat least three consecutive Dividend Periods. In the event such term expires prior to the time full dividends have been paid on the Series E Preferred Stock for at least three consecutive Dividend Periods, and any vacancy thereby created such directors may be elected to successive terms of similar duration until full dividends have been paid on the Series E Preferred Stock for at least three consecutive Dividend Periods. Holders of Series E Preferred Stock, together with holders of any Voting Parity Securities, voting together as a class, may remove any director they elected. Any vacancy created by the removal of any such director shall be filled only by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating E Preferred Stock and holders of any Voting Parity Securities, voting together as a class. If the office of either such director becomes vacant for any reason other than removal, the remaining director may choose a successor who will hold office for the unexpired term of the vacant office. (d) So long as any shares of Series E Preferred Stock remain outstanding, the Corporation shall not, without the vote, in person or by proxy, or written consent of the holders of at least 75% of the shares of the Series E Preferred Stock, voting as a separate class: (i) amend the articles of incorporation, as amended, to authorize, or increase the authorized amount of, any shares of any class or series of stock ranking senior to the Series E Preferred Stock with respect to payment of dividends or distribution of assets on liquidation of the Corporation; as well as any amendment of the articles of incorporation, as amended, or amended and restated bylaws that would alter or change the voting powers, preferences or special rights of the Series E Preferred Stock so as to materially and adversely affect them; provided that the amendment of the articles of incorporation, as amended, so as to authorize or create, or to increase the authorized amount of any shares of any class or series or any securities convertible into shares of any class or series of stock of the Corporation ranking on a parity with or junior to the Series E Preferred Stock with respect to dividends and in the distribution of assets on liquidation, dissolution or winding-up of the Corporation shall not be deemed to materially and adversely affect the voting powers, preferences or special rights of the Series E Preferred Stock; or (ii) consummate a binding share exchange, a reclassification involving the Series E Preferred Stock or a merger or consolidation of the Corporation with another entity; provided, however, that the holders of Series E Preferred Stock shall be divested have no right to vote under this provision or otherwise under Illinois law if in each case (A) both (1) the Series E Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the foregoing surviving or resulting entity (or its ultimate parent) that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and (2) the Series E Preferred Stock remaining outstanding or the new preferred securities, as the case may be, have such powers, preferences and special voting rights, subject taken as a whole, as are not materially less favorable to revesting the holders thereof than the powers, preferences and special rights of the Series E Preferred Stock, or (B) the Corporation has exercised its mandatory conversion rights pursuant to paragraph 3(c) hereof in connection with such consummation. (e) The number of votes of each share of Series E Preferred Stock and any Voting Parity Securities participating in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors votes described above shall be reduced by two. The voting rights granted by this Section 3(C) calculated on an as converted basis or, if not all of such stock is convertible or exchangeable for Common Stock, shall be in addition to any other voting rights granted proportion to the holders liquidation preference of the Series A Junior Participating Preferred Stock in this Section 3such share.

Voting Rights. The holders of shares of (a) Notwithstanding anything to the contrary in this Agreement, the Series A Junior Participating Preferred Stock Preference Units shall not have any voting rights except as set forth in Section 13.3(d), this Section 16.5 or as otherwise provided by the Xxxxxxxx Islands Act. (b) In the event that six quarterly Series A Distributions, whether consecutive or not, are in arrears, the Series A Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors called for such purpose within 30 days after receipt by the General Partner of a request by Series A Holders holding a majority of the Corporation Outstanding Series A Preference Units, to elect one member of the Board of Directors, and the size of the Board of Directors shall be increased by two. In addition as needed to voting together with the holders of Common Stock for the election of other directors of the Corporationaccommodate such change; provided, the holders of record however, that such right of the Series A Junior Participating Preferred StockHolders shall not apply to the election of another director if (i) Series A Holders and holders of Parity Securities upon which like voting rights have been conferred, voting separately as a class to the exclusion class, have previously elected a member of the holders Board of Common StockDirectors and (ii) such director continues then to serve on the Board of Directors. Such right of such Series A Holders to elect a member of the Board of Directors shall continue until the Partnership pays in full, shall be entitled at said meeting of stockholders (or declares and at each subsequent annual meeting of stockholders)sets aside funds for the payment of, unless all dividends Series A Distributions accumulated and in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoPreference Units, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends at which permitted the election of said directors time such right shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent like default failure to pay six quarterly Series A Distributions as described above in payments of dividendsthis Section 16.5(b). Upon the any termination of the foregoing special voting rightsright of the Series A Holders and holders of any other Parity Securities to vote as a class for such director, the terms term of office of all persons who may have been the director then in office elected directors by such Series A Holders and holders voting as a class shall terminate immediately. Any director elected by the Series A Holders and holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors. Upon each election of a member of the Board of Directors by Series A Holders pursuant to said special voting rights this Section 16.5(b), the General Partner shall forthwith terminatehave the right to appoint an additional member of the Board of Directors, which member shall be an Appointed Director for purposes of this Agreement, the term of such director to begin and end on the number of directors constituting same dates as the corresponding director elected by the Series A Holders. (i) Unless the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preference Units, voting as a separate class, neither the General Partner nor the Board of Directors shall adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Junior Participating Preferred Stock Preference Units. (ii) Unless the Board of Directors shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preference Units voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities if the cumulative dividends payable on Outstanding Series A Preference Units are in arrears or (y) create or issue any Senior Securities. (d) For any matter described in this Section 316.5 in which the Series A Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series A Holders shall be entitled to one vote per Series A Preference Unit. Any Series A Preference Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. The holders of shares of (a) Notwithstanding anything to the contrary in this Agreement, neither the Series A Junior Participating Preferred Stock Units nor the Series B Preferred Units shall have any voting rights except as set forth in Section 13.3(d), this Section 16.5 or as otherwise provided by the Xxxxxxxx Islands Act. (b) In the event that six quarterly Series A Distributions, whether consecutive or not, are in arrears, the Series A Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders the General Partner called for such purpose within 30 days after receipt by the election General Partner of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of a request by Series A Junior Participating Holders holding a majority of the Outstanding Series A Preferred Stock are in defaultUnits, the number to elect one member of directors constituting the Board of Directors of the Corporation General Partner, and the size of the Board of Directors of the General Partner shall be increased by two. In addition as needed to voting together with the holders of Common Stock for the election of other directors of the Corporationaccommodate such change; provided, the holders of record however, that such right of the Series A Junior Participating Preferred StockHolders shall not apply to the election of another director if (i) Series A Holders and holders of Parity Securities upon which like voting rights have been conferred, voting separately as a class to the exclusion class, have previously elected a member of the holders Board of Common StockDirectors of the General Partner and (ii) such director continues then to serve on the Board of Directors. Such right of such Series A Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, shall be entitled at said meeting of stockholders (or declares and at each subsequent annual meeting of stockholders)sets aside funds for the payment of, unless all dividends Series A Distributions accumulated and in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoUnits, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends at which permitted the election of said directors time such right shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series A Distributions as described above in this Section 16.5(b). In the event that six quarterly Series B Distributions, whether consecutive or not, are in arrears, the Series B Holders shall have the right, voting as a class together with holders of any other Parity Securities upon which like default in payments of dividends. Upon the termination voting rights have been conferred and are exercisable, at a meeting of the foregoing special voting rightsGeneral Partner called for such purpose within 30 days after receipt by the General Partner of a request by Series B Holders holding a majority of the Outstanding Series B Preferred Units, the terms to elect one member of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors of the General Partner, and the size of the Board of Directors of the General Partner shall be reduced by two. The increased as needed to accommodate such change; provided, however, that such right of the Series B Holders shall not apply to the election of another director if (i) Series B Holders and holders of Parity Securities upon which like voting rights granted by have been conferred, voting as a class, have previously elected a member of the Board of Directors of the General Partner and (ii) such director continues then to serve on the Board of Directors. Such right of such Series B Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series B Distributions accumulated and in arrears on the Series B Preferred Units, at which time such right shall terminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series B Distributions as described above in this Section 3(C) shall be in addition to 16.5(b). Upon any other voting rights granted to termination of the holders right of the Series A Junior Participating Holders, the Series B Holders and, if applicable, holders of any other Parity Securities to vote as a class for such director, the term of office of the director then in office elected by such Series A Holders, Series B Holders and holders voting as a class shall terminate immediately. Any director elected by the Series A Holders, the Series B Holders and, if applicable, holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors of the General Partner. (i) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Stock Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series B Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series B Preferred Units. (ii) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Units and Series B Preferred Units, voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities or Senior Securities if the cumulative dividends payable on Outstanding Series A Preferred Units or Series B Preferred Units are in arrears or (y) create or issue any Senior Securities. (d) For any matter described in this Section 316.5 in which the Series A Holders or Series B Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series A Holders or Series B Holders shall be entitled to one vote per Series A Preferred Unit or Series B Preferred Unit, as applicable. Any Series A Preferred Units or Series B Preferred Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall serve until his or her successor shall be elected and shall qualify, or until his or her right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock voting rights for Full Members shall have initially be distributed as follows as concerns the following voting rights: General Assembly: • Contributions comprised between the minimum (A2,500 euros) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes and 9,999 euros: one vote • Contributions higher than or equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. ten thousand (B10,000) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at euros: two votes. At the time of any annual meeting signature of stockholders the Consortium Agreement (or Accession Document), Members shall specify the category of membership they choose, and Full Members shall commit themselves on the level of their financial contribution for the election first year. Commitments for subsequent years shall be solicited by the Coordinator and made in writing through the signature of directorsa form, at least three months prior to the beginning of the corresponding calendar year, in order to allow for a timely construction of the annual budget and its subsequent vote by the General Assembly during its annual meeting. Full Members can optionally (and are encouraged to) commit themselves on their contribution for multiple years, in order to favour a multi-year visibility on ESONET-Vi budget and on long-term planning. The General Assembly might at any point recommend a general evolution towards such a multi-year commitment. Any modification of the contribution scheme shall be voted by the General Assembly. The Legal Entity in charge of the management of the ESONET-Vi budget shall issue invoices corresponding to the announced contributions at the beginning of the year, as soon as the General Assembly will have approved the current list of Members, contributions and voting rights. During the first year, since the Legal Entity will only be formed after the signature of the ESONET-Vi Consortium Agreement and with some delay, the equivalent Coordinator is authorized to manage the Budget of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in defaultESONET-Vi, with the same obligations and liability as the Legal Entity. In particular, the number of directors constituting Coordinator shall report to the Board of Directors of General Assembly and use separate accounts. [INSERT FULL NAME OF MEMBER] ( [INSERT ABBREVIATED NAME] ) Established in [INSERT COUNTRY] at [INSERT ADDRESS] represented by [INSERT NAME(s)], [INSERT TITLE(s)] [OPTIONALLY INSERT “acting on behalf of” LIST OF ENTITIES FOR WHICH THE MEMBER ACTS] hereby consents to become a party to the Corporation shall be increased by two. In addition Consortium Agreement identified above, as [please check the chosen initial membership category] oFull (paying) Member oInvited (non-paying) Member bringing to voting together with the holders of Common Stock ESONET-Vi an in-cash contribution which for the election first year shall amount to: [Full Members: please specify the amount of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by twoyour initial in-cash contribution. The minimum contribution is set at 2,500 € (one voting rights granted by this Section 3(C) shall be right). Higher contributions are made on a voluntary basis and are encouraged in addition order to any other make possible the organisation of a significant set of self-funded scientific activities. Contributions of 10 k€ or higher provide a second voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3right.

Voting Rights. The In addition to any other voting rights required by law, the holders of shares of Series A Junior Participating A-2 Preferred Stock Shares shall have the following voting rights: (Aa) Each share of Subject to the provision for adjustment hereinafter set forth, each Series A Junior Participating A-2 Preferred Stock Share shall entitle the holder thereof to a number of 100 votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of Series A-2 Preferred Shares were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (Bb) Except as required otherwise provided herein or by law, by Section 3(C) and by Section 10 hereof, the holders of Series A Junior Participating A-2 Preferred Shares and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (c) In the event that dividends upon the Series A-2 Preferred Shares shall be in arrears in an amount equal to six full quarterly dividends thereon, the holders of such Series A-2 Preferred Shares shall become entitled to the extent hereinafter provided to vote noncumulatively at all elections of directors of the Corporation, and to receive notice of all stockholders’ meetings to be held for such purpose. At such meetings, to the extent that directors are being elected, the holders of such Series A-2 Preferred Shares voting as a class shall be entitled solely to elect two members of the Board of Directors of the Corporation. Notwithstanding the foregoing, if the holders of such Series A-2 Preferred Shares have no special elected two members of one class of the Board of Directors, they shall not have the right to elect additional members of the Board of Directors until the term of the two directors previously elected has expired. All other directors of the Corporation shall be elected by the other stockholders of the Corporation entitled to vote in the election of directors. Such voting rights of the holders of such Series A-2 Preferred Shares shall continue until all accumulated and their consent unpaid dividends thereon shall have been paid or funds sufficient therefor set aside, whereupon all such voting rights of the holders of shares of such series shall cease, subject to being again revived from time to time upon the reoccurrence of the conditions above described as giving rise thereto. At any time when such right to elect directors separately as a class shall have so vested, the Corporation may, and upon the written request of the holders of record of not less than 20% of the then outstanding total number of shares of all the Series A-2 Preferred Shares having the right to elect directors in such circumstances shall, call a special meeting of holders of such Series A-2 Preferred Shares for the election of directors. In the case of such a written request, such special meeting shall be held within 90 days after the delivery of such request, and, in either case, at the place and upon the notice provided by law and in the Amended and Restated Bylaws of the Corporation; provided, that the Corporation shall not be required (except to call such a special meeting if such request is received less than 120 days before the date fixed for the next ensuing annual or special meeting of stockholders of the Corporation. Upon the mailing of the notice of such special meeting to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifsuch Series A-2 Preferred Shares, at or, if no such meeting be held, then upon the time mailing of any the notice of the next annual or special meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall shall, ipso facto, be increased by two. In addition to voting together with the extent, but only to the extent, necessary to provide sufficient vacancies to enable the holders of Common Stock for such Series A-2 Preferred Shares to elect the election of other two directors of the Corporationhereinabove provided for, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, and all such vacancies shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, filled only by the affirmative vote of the holders of such Series A-2 Preferred Shares as hereinabove provided. Whenever the shares number of directors of the Corporation shall have been increased, the number as so increased may thereafter be further increased or decreased in such manner as may be permitted by the Bylaws and without the vote of the holders of Series A Junior Participating A-2 Preferred Stock at Shares, provided that no such action shall impair the time entitled to cast a majority right of the votes entitled holders of Series A-2 Preferred Shares to elect and to be cast represented by two directors as herein provided. So long as the holders of Series A-2 Preferred Shares are entitled hereunder to voting rights, any vacancy in the Board of Directors caused by the death or resignation of any director elected by the holders of Series A-2 Preferred Shares, shall, until the next meeting of stockholders for the election of any such director at a special meeting of such holders called for that purposedirectors, and any vacancy thereby created may in each case be filled by the vote of such holders. If and when such default shall cease to exist, remaining director elected by the holders of Series A-2 Preferred Shares having the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject right to revesting elect directors in the event of each and every subsequent like default in payments of dividendssuch circumstances. Upon the termination of the foregoing special voting rights, rights of the holders of any series of Series A-2 Preferred Shares the terms of office of all persons who may shall have been elected directors pursuant to said special voting rights of the Corporation by vote of the holders of Series A-2 Preferred Shares or by a director elected by such holders shall forthwith terminate. (d) Except as otherwise provided herein, in the Certification of Incorporation or Amended and Restated Bylaws of the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to Corporation, the holders of Series A-2 Preferred Shares and the Series A Junior Participating Preferred holders of Common Stock in this Section 3(and the holders of shares of any other series or class entitled to vote thereon) shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (Aa) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (Bb) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (Cc) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall not be a member of Class I, Class II or Class III of the Board of Directors of the Corporation, but shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation Company shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the CorporationCompany, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the CorporationCompany, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors Each such additional director shall cease serve until his successor shall be elected and shall qualify, or until his right to exist, any director who shall have been so elected hold such office terminates pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders). If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders (a) Except as otherwise expressly provided herein or by law, the holder of shares each share of Series A Junior Participating Preferred Stock shall have the following right to one vote for each share of Common Stock into which such Preferred Stock could then be converted, and with respect to such vote, such holder shall have full voting rights:rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation, and shall be entitled to vote, together with holders of Common Stock, with respect to any question upon which holders of Common Stock have the right to vote. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as-converted basis (after aggregating all shares into which shares of Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half being rounded upward). (Ab) Each share The number of directors that shall constitute the whole Board of Directors shall be seven (7). For so long as an aggregate of at least 1,000,000 shares of Series A Junior Participating Preferred Stock shall entitle remain issued and outstanding (as adjusted for stock splits, stock dividends, reclassifications and the holder thereof to a number of votes equal to like), the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock Stock, voting as a separate class, shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders elect one (1) member of Common Stock as set forth hereinthe Corporation’s Board of Directors (the “Series A Director”) for taking any corporate action. (C) If, at each meeting or pursuant to each consent of the time of any annual meeting of Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the equivalent resignation, death or removal of six quarterly dividends (whether or not consecutive) payable on any share or such director. For so long as an aggregate of at least 1,000,000 shares of Series A Junior Participating B Preferred Stock are in defaultremain issued and outstanding (as adjusted for stock splits, stock dividends, reclassifications and the like), the number holders of directors constituting Series B Preferred Stock, voting as a separate class, shall be entitled to elect one (1) member of the Corporation’s Board of Directors (the “Series B Director”) at each meeting or pursuant to each consent of the Corporation Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of any such director. For so long as an aggregate of at least 1,000,000 shares of Series D Preferred Stock remain issued and outstanding (as adjusted for stock splits, stock dividends, reclassifications and the like), the holders of Series D Preferred Stock, voting as a separate class, shall be increased entitled to elect one (1) member of the Corporation’s Board of Directors (the “Series D Director”) at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by twothe resignation, death or removal of any such director. In addition to voting together with the The holders of Common Stock and Preferred Stock, voting together as a single class, shall be entitled to elect any remaining members of the Corporation’s Board of Directors at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of other directors directors, and to remove from office such director and to fill any vacancy caused by the resignation, death or removal of such director. (c) Notwithstanding the provisions of Section 223(a)(1) and 223(a)(2) of the CorporationDelaware General Corporation Law, any vacancy, including newly created directorships resulting from any increase in the authorized number of directors or amendment of this Restated Certificate, and vacancies created by removal or resignation of a director, may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced; provided, however, that where such vacancy occurs among the directors elected by the holders of a class or series of stock, the holders of record shares of such class or series may override the Series A Junior Participating Preferred Stock, Board of Director’s action to fill such vacancy by (i) voting separately as for their own designee to fill such vacancy at a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation’s stockholders or (ii) written consent, if the holders of any Series A Junior Participating Preferred Stock being entitled to cast consenting stockholders hold a sufficient number of votes per share shares to elect their designee at a meeting of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3the stockholders. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any Any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any timeduring his or her term of office, either with or without cause, by, and only by by, the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time class or series of stock entitled to cast a majority of the votes entitled to be cast for the election of any elect such director or directors, given either at a special meeting of such holders stockholders duly called for that purposepurpose or pursuant to a written consent of stockholders, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of that class or series of stock represented at the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors meeting or pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3written consent.

Voting Rights. The holders of shares of (a) Notwithstanding anything to the contrary in this Agreement, the Series A Junior Participating Preferred Stock C Preference Units shall not have any voting rights except as set forth in Section 13.3(d), this Section 18.5 or as otherwise provided by the Xxxxxxxx Islands Act. (b) In the event that six quarterly Series C Distributions, whether consecutive or not, are in Arrears, the Series C Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock called for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only such purpose within 30 days after receipt by the affirmative vote General Partner of the holders of the shares of a request by Series A Junior Participating Preferred Stock at the time entitled to cast C Holders holding a majority of the votes entitled Outstanding Series C Preference Units, to elect one member of the Board of Directors, and the size of the Board of Directors shall be cast for increased as needed to accommodate such change; provided, however, that such right of the Series C Holders shall not apply to the election of any another director if (i) Series C Holders and holders of Parity Securities upon which like voting rights have been conferred, voting as a class, have previously elected a member of the Board of Directors and (ii) such director at a special meeting continues then to serve on the Board of Directors. Such right of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease Series C Holders to exist, the holders elect a member of the Board of Directors shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series A Junior Participating Preferred Stock C Distributions accumulated and in Arrears on the Series C Preference Units, at which time such right shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent like default failure to pay six quarterly Series C Distributions as described above in payments of dividendsthis Section 18.5(b). Upon the any termination of the foregoing special voting rightsright of the Series C Holders and holders of any other Parity Securities to vote as a class for such director, the terms term of office of all persons who may have been the director then in office elected directors by such Series C Holders and holders voting as a class shall terminate immediately. Any director elected by the Series C Holders and holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors. Upon each election of a member of the Board of Directors by Series C Holders pursuant to said special voting rights this Section 18.5(b), the General Partner shall forthwith terminatehave the right to appoint an additional member of the Board of Directors, which member shall be an Appointed Director for purposes of this Agreement, the term of such director to begin and end on the number of directors constituting same dates as the corresponding director elected by the Series C Holders. (i) Unless the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series C Preference Units, voting as a separate class, neither the General Partner nor the Board of Directors shall adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Junior Participating Preferred Stock C Preference Units. (ii) Unless the Board of Directors shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series C Preference Units voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities if the cumulative dividends payable on Outstanding Series C Preference Units are in Arrears or (y) create or issue any Senior Securities. (d) For any matter described in this Section 318.5 in which the Series C Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series C Holders shall be entitled to one vote per Series C Preference Unit. Any Series C Preference Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. (a) The holders of shares of Series A Junior Participating Class E Preferred Stock shall Units will have no voting rights except as set forth below or as otherwise provided by the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the CorporationLPA. (Bb) Except Unless the Partnership has received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Class E Preferred Units, voting as required by lawa single class, by it may not adopt any amendment to the LPA that has a material adverse effect on the existing terms of the Class E Preferred Units. (c) In addition, unless the Partnership has received the affirmative vote or consent of the holders of at least two-thirds of the outstanding Class E Preferred Units, voting as a single class and together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership may not: • create or issue any Parity Securities if the cumulative distributions payable on outstanding Class E Preferred Units or any Parity Securities are in arrears; or • create or issue any Senior Securities; provided, however, that, subject to compliance with Section 3(C7(e) and by Section 10 hereof, holders of Series A Junior Participating Class E Preferred Stock shall Units that have no special voting rights and their consent received a notice of a redemption that is to occur within 90 days of the issuance of such Senior Securities shall not be required (except entitled to vote on or consent to the extent they issuance of such Senior Securities unless all or a part of such redemption is being funded with proceeds from the sale of such Senior Securities. (d) On any matter described above in which the holders of the Class E Preferred Units are entitled to vote, such holders will be entitled to one vote with holders per unit. The Class E Preferred Units held by the Partnership or any of Common Stock as set forth herein) for taking any corporate actionits subsidiaries or affiliates will not be entitled to vote. (Ce) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion The rights of the holders of Common Stock, shall Class E Preferred Units being redeemed may be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends terminated in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors advance of the Corporationdate of redemption for such units only if notice of the redemption is provided in accordance with Section 5(b) hereof and adequate notice has been published that sufficient funds will be made available to such holders within 90 days; provided, however, that no such rights may be terminated, even if the holders of any Series A Junior Participating Preferred Stock being entitled to cast redemption date has passed, if there is a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(Cfunds available for redemption. (f) may Class E Preferred Units held in nominee or street name account will be removed at any time, without cause, only voted by the affirmative vote broker or other nominee in accordance with the instruction of the holders of beneficial owner unless the shares of Series A Junior Participating Preferred Stock at arrangement between the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, beneficial owner and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3his nominee provides otherwise.

Voting Rights. The holders Except as herein provided, the sole and exclusive voting rights of shares the Series C Class 2 Interests shall be the right to appoint one or more Directors as follows: if, as a result of Series A Junior Participating Preferred Stock a Payment Event (as defined below), any Guarantor is required to make a payment pursuant to the terms of the Guarantee Agreement entered into by such Guarantor pursuant to such Guarantor's Agreement Regarding Guarantee, such Guarantor shall have the following voting rights: right to call a special meeting of the Members (Apursuant to the notice requirements provided herein) Each share at which the holders of Series A Junior Participating Preferred Stock C Class 2 Interests shall entitle the holder thereof be entitled to appoint a number of votes equal Directors (the "Series C Directors") in addition to the Adjustment Number on all matters submitted Series B Directors and any other directors appointed pursuant to Section 1.05(a) or otherwise by the Guarantors and their affiliates in their capacity as members (the "Other Guarantor Directors") such that the Series B Directors and the Series C Directors (together, the "Guarantor Directors") together with any such Other Guarantor Directors will constitute a vote majority of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable Directors on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with and the holders of Common Stock for Series C Class 2 Interests shall have the election of other directors of the Corporationright to continue to appoint, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stockclass, shall be entitled at said meeting of stockholders (and such Series C Directors at each subsequent succeeding annual meeting of stockholders)Members, unless until such time as no Payment Event exists or remains unremedied and all dividends in arrears on the Series A Junior Participating Preferred Stock amounts paid by all Guarantors pursuant to their Guarantees have been paid or declared and set apart for payment prior thereto, reimbursed to vote for them (the election "Time of two directors Cure"). Holders of Series C Class 2 Interests shall elect Series C Directors by cumulative voting with the minimum number of Series C Class 2 Interests required to elect a Series C Director equal to the quotient of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share Series C Class 2 Interests outstanding divided by the number of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled C Directors to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividendselected. Upon the termination installation of the foregoing special voting rightssuch Series C Directors, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall call a special meeting of the Board of Directors for the purpose of appointing the members of each committee of the Board of Directors (excepting the Related Party Contracts Committee which shall be reduced by twoconstituted as provided in Section 2.03(g)). In any class vote of the Series C Class 2 Interests, each outstanding Series C Class 2 Interest shall be entitled to one vote. The voting rights granted term "Payment Event" shall mean a payment by this Section 3(Ca Guarantor in respect of debt of LLC pursuant to such Guarantor's Guarantee Agreement; provided, however, that no Payment Event shall exist if and so long as Motorola is in default under (i) shall be in addition to the Space System Contract, the O&M Contract, the Terrestrial Network Development Contract or any other voting rights granted Project Document (as defined in any bank credit agreement in respect of which the Guarantee is made), or (ii) a Gateway Equipment Purchase Agreement if such default was not excused and was not caused by a default on the part of the purchaser under such Gateway Equipment Purchase Agreement. At the Time of Cure, all Series C Directors shall immediately cease to be Directors. Vacancies in the number, if any, of Series C Directors created by death, resignation, removal or for any other reason (except by the reduction of the number of such Directors at the Time of Cure or upon redemption of any Series C Class 2 Interests) may be filled only by the holders of the Series A Junior Participating Preferred Stock in this Section 3C Class 2 Interests.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders shareholders of the Corporation. Except as otherwise provided herein, in any other Articles of Amendment creating a series of Preferred Stock or any similar stock of the Corporation, or by law, the holders of Series A Junior Participating Preferred Stock and the holders of Common Stock and Class A Stock and any other capital stock of the Corporation having general voting rights shall vote together, as one class, on all matters submitted to a vote of shareholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their vote or consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock and Class A Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders shareholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock and Class A Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock and Class A Stock, shall be entitled at said meeting of stockholders shareholders (and at each subsequent annual meeting of stockholdersshareholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.this

Voting Rights. (a) The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Class B Common Stock shall not be entitled to vote, except as otherwise provided herein or required by applicable law. (b) Effective at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the no Series A Junior Participating B Preferred Stock shall be divested of the foregoing special voting rightsoutstanding, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be increased by two Persons and the holders of a majority of the voting power of the outstanding Class B Common Stock and Series C Preferred Stock, voting together as a separate class to the exclusion of the holders of any other Common Stock and any other series of Preferred Stock, shall be entitled to elect two Qualified Directors to the Board of Directors (each such director, an “Initial Investor Director”) until the earliest to occur of (i) a Closing Deadline Failure as a result of a Permitted Holder Material Breach at a time when the Securities Purchase Agreement is terminable pursuant to Sections 10.2(d) and 10.3(d) thereof, (ii) a Change of Control or (iii) such time as the Permitted Holders’ Aggregate Outstanding Value is equal to or less than (x) prior to or on December 31, 2016, 75% of the Original Issue Value or, (y) after December 31, 2016, 50% of the Original Issue Value, whereupon at any such time (A) the right of such holders to elect the Initial Investor Directors shall cease, (B) the term of office of the Initial Investor Directors shall immediately and automatically terminate, (C) the Initial Investor Directors will no longer be qualified to serve and (D) the number of directors constituting the Board of Directors shall be immediately and automatically reduced by two. The two Persons. (c) Effective as of the first Original Issuance Date and at such time as when the Permitted Holders do not have the right to elect the Initial Investor Directors pursuant to Section C.(ii)(b)(iii) of this Article FOURTH and any Permitted Holder’s Permitted Holder Outstanding Value is greater than (x) prior to or on December 31, 2016, 75% of such Permitted Holder’s Permitted Holder Original Issue Value or (y) after December 31, 2016, 50% of such Permitted Holder’s Permitted Holder Original Issue Value, the number of directors constituting the Board of Directors shall be increased by one Person and the holders of a majority of the voting rights granted power of the outstanding Class B Common Stock and Series C Preferred Stock, voting together as a separate class to the exclusion of the holders of Common Stock and any other series of Preferred Stock, shall be entitled to elect one Qualified Director to the Board of Directors (such director, the “Investor Director”) until the earliest to occur of (i) an event described in Section C.(ii)(b)(i) or (ii) of this Article FOURTH or (ii) such time as each Permitted Holder’s Permitted Holder Outstanding Value is equal to or less than (x) prior to or on December 31, 2016, 75% of such Permitted Holder’s Permitted Holder Original Issue Value or (y) after December 31, 2016, 50% of such Permitted Holder’s Permitted Holder Original Issue Value, whereupon at any such time (A) the right of the holders of a majority of the voting power of the outstanding Class B Common Stock and Series C Preferred Stock to elect the Investor Director shall cease, (B) the term of office of the Investor Director shall immediately and automatically terminate, (C) the Investor Director will no longer be qualified to serve and (D) the number of directors constituting the Board of Directors shall be immediately and automatically reduced by one Person. (d) For the avoidance of doubt, except for the increase or decrease in the number of directors provided for herein, nothing in this Section 3(CC.(ii) of this Article FOURTH shall be prohibit the Board of Directors from fixing the number of directors constituting the Board of Directors pursuant to the By-Laws. (e) Subject to the provisions of this Section C.(ii) of this Article FOURTH, each Initial Investor Director or the Investor Director, as applicable, shall serve until the next annual meeting of the stockholders of the Corporation and until his or her successor is elected and qualified in addition accordance with this Section C.(ii) of this Article FOURTH and the By-Laws, unless any such Initial Investor Director or the Investor Director, as applicable, is earlier removed in accordance with the By-Laws, resigns or is otherwise unable to serve; provided, however, that only the holders of a majority of the voting power of the outstanding Class B Common Stock and the Series C Preferred Stock may remove any such Initial Investor Director or the Investor Director, as applicable, without cause at any time, and the holders of a majority of the voting power of the outstanding shares of the capital stock of the Corporation entitled to vote on the matter may remove any such Initial Investor Director or the Investor Director, as applicable, with cause at any time. Subject to the provisions of this Section C.(ii) of this Article FOURTH, in the event any Initial Investor Director or the Investor Director, as applicable, is removed, resigns or is unable to serve as a member of the Board of Directors, the holders of a majority of the voting power of the outstanding Class B Common Stock and Series C Preferred Stock, voting together as a separate class to the exclusion of the holders of any other voting rights granted Common Stock and any other series of Preferred Stock, shall have the right to fill such vacancy. Each Initial Investor Director or the Investor Director, as applicable, may only be elected to the Board of Directors by the holders of the Class B Common Stock and Series A Junior Participating C Preferred Stock in accordance with this Section 3C.(ii) of this Article FOURTH, and each such Initial Investor Director’s or the Investor Director’s seat, as applicable, shall otherwise remain vacant. (f) Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held of record by such holder as of the applicable record date on any matter that is submitted to a vote of the stockholders of the Corporation; provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock or Class B Common Stock if the holders of such affected class or series are entitled, either separately or together with the holders of one or more other such class or series, to vote thereon pursuant to this Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) or pursuant to the DGCL. (g) Notwithstanding Section C.(ii)(a) of this Article FOURTH, the holders of Series C Preferred Stock and Class B Common Stock shall be entitled to vote together with the holders of Common Stock (and any other class or series of capital stock entitled to vote on the matter with the Common Stock) as a single class with respect to any transactions involving a merger of the Corporation or sale of substantially all of the Corporation’s assets, which must be submitted to the Corporation’s stockholders pursuant to the DGCL; provided, however, that each holder of Class B Common Stock shall be entitled to (A) one vote for each outstanding share of Class B Common Stock held of record by such holder as of the applicable record date, but only to the extent that the aggregate voting power of all of the outstanding Series C Preferred Stock and Class B Common Stock does not exceed 20% of the total voting power of all outstanding shares of all classes and series of capital stock entitled to vote thereon or (B) if pursuant to clause (A) the aggregate voting power of all of the outstanding Series C Preferred Stock and Class B Common Stock would exceed 20% of the total voting power of all outstanding shares of all classes and series of capital stock entitled to vote on the matter, such fraction of one vote for (i) each one-one thousandth (1/1000) of a share of Series C Preferred Stock and (ii) each share of Class B Common Stock held of record by such holder as of the applicable record date such that the aggregate voting power of all of the outstanding Series C Preferred Stock and Class B Common Stock equaled 20% of the total voting power of all outstanding shares of all classes and series of capital stock entitled to vote thereon. (h) Notwithstanding Section C.(ii)(a) of this Article FOURTH, the vote or consent of the holders of at least a majority of the outstanding shares of Class B Common Stock, voting together as a separate class to the exclusion of the holders of the Common Stock and the Preferred Stock then outstanding and entitled to vote thereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any amendment, alteration or repeal of any provision of this Certificate of Incorporation (by merger, consolidation or otherwise) so as to adversely affect any of the powers, preferences, qualifications, limitations, restrictions and relative participating, optional or other rights of Class B Common Stock.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. To the extent the Board of Directors is divided into classes, with the directors in the classes serving staggered terms, at the time of the election of directors elected by the holders of the Series A Junior Participating Preferred Stock pursuant hereto, each such additional director shall not be a member of any such class, but shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the CorporationCompany. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation Company shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the CorporationCompany, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the CorporationCompany, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) a. Each share of Series A Junior Participating Preferred Stock shall entitle entitled the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders shareholders of the Corporation. (B) b. Except as required otherwise provided herein or by law, the holders of shares of Series A Junior Participating Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation. i. If at any time dividends on any Series A Junior Participating Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of period (herein called a "DEFAULT PERIOD") that shaxx xxtend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series A Junior Participating Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each such default period, all holders of Preferred Stock (including holders of the Series A Junior Participating Preferred Stock) upon which these or like voting rights have been conferred and are exercisable (the "VOTING PREFERRED STOCK") with dividends in arrears in an amount equal to six quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect two Directors. ii. During any default period, such voting rights of the holders of Series A Junior Participating Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3.C or at any annual meeting of shareholders, and thereafter at annual meetings of shareholders, provided that neither such voting right nor the right of the holders of any other series of Voting Preferred Stock, if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless the holders of ten percent in number of shares of Voting Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Voting Preferred Stock of such voting right. At any meeting at which the holders of Voting Preferred Stock shall exercise such voting right initially during an existing default period, they shall have the right, voting as a class, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two Directors, or, if such right is exercised at an annual meeting, to elect two Directors. If the number that may be so elected at any special meeting does not amount to the required number, the holders of the Voting Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election of them of the required number. After the holders of the Voting Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not e increased or decreased except by vote of the holders of Voting Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or PARI PASSU with the Series A Junior Participating Preferred Stock. iii. Unless the holders of Voting Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any shareholder or shareholders owning in the aggregate not less than ten percent of the total number of shares of Voting Preferred Stock outstanding, irrespective of series, may request the calling of a special meeting of the holders of Voting Preferred Stock, which meeting shall thereupon be called by the Chairman of the Board, the President, a Vice President (including any Executive Vice President or Senior Vice President) or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Voting Preferred Stock are entitled to vote pursuant to this paragraph C(iii) shall be given to each holder of record of Voting Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or, in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any shareholder or shareholders owning in the aggregate not less than ten percent of the total number of shares of Voting Preferred Stock outstanding. Notwithstanding the provisions of this paragraph C(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the shareholders. iv. In any default period, the holders of Common Stock, and other classes of stock of the Corporation, if applicable, shall continue to be entitled to elect the whole number of Directors until the holders of Voting Preferred Stock shall have exercised their right to elect two Directors voting as a class, after the exercise of which right (x) the Directors so elected by the holders of Voting Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in paragraph C(ii) of this Section 3(C3) be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class of stock which elected the Director whose office shall have become vacant. References in this paragraph C to Directors elected by the holders of a particular class of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence. v. Immediately upon the expiration of a default period, (x) the right of the holders of Voting Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Voting Preferred Stock as a class shall terminate, and (z) the number of Directors shall be such number as may be provided for in the Restated Certificate of Incorporation or Bylaws irrespective of any increase made pursuant to the provisions of paragraph C(ii) of this Section 3 (such number being subject, however, to change thereafter in any manner provided by law or in the Restated Certificate of Incorporation of Bylaws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by Section 10 hereofa majority of the remaining Directors. d. Except as set forth herein, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. (a) The holders Holders shall be entitled to notice of shares any meeting of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except Corporation and, except as otherwise required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock as a single class upon any matter submitted to the stockholders for a vote. (b) On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of the stockholders of the Corporation (or by written consent in lieu of a meeting), a Holder, together with its Attribution Parties, shall be entitled to the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held by such Holder, together with its Attribution Parties, as are convertible on the record date for determining stockholders entitled to vote on such matter (as adjusted from time to time pursuant to Section 6 hereof and subject to the Beneficial Ownership Limitation), but without regard as to whether sufficient shares of Common Stock are available out of the Corporation’s authorized by unissued stock, for the election purpose of effecting the conversion of the Preferred Stock. (c) As long as the Inflection Point Entities hold 20% or more of the shares of Preferred Stock issued as of the closing of the Business Combination, the Corporation shall not, without the affirmative vote or action by written consent of the Holders of 80% of the issued and outstanding shares of the Preferred Stock (the “Required Holders”): (i) liquidate, dissolve or wind-up the affairs of the Corporation; (ii) amend, alter or repeal the Corporation’s certificate of incorporation or bylaws, this Certificate of Designation or any similar document of the Corporation in a manner that materially and adversely affects the powers, preferences or rights given to the Preferred Stock; (iii) create any equity security, authorize the creation of any equity security, classify any equity security, reclassify any equity security, or issue any other directors security convertible into or exercisable for any equity security, unless such security ranks junior to the Preferred Stock with respect to its rights, preferences and privileges or increase the number of authorized shares of Preferred Stock; (iv) except as set forth in Section 3, purchase or redeem or pay any cash dividend on any capital stock of the Corporation ranking junior to the 12.0% Series A Cumulative Preferred Stock prior to payment of such cash dividend on the Preferred Stock or purchase or redeem and capital stock of the Corporation ranking junior to the 12.0% Series A Cumulative Preferred Stock, other than capital stock repurchased at cost from former employees and consultants in connection with the cessation of their service or pursuant to the terms of any equity incentive plan of the Corporation; (v) enter into any transaction with an affiliate, other than the issuance of equity or awards to eligible participants under the Corporation’s incentive plan, equity plan or equity-based compensation plan, or with respect to employment, consulting or award agreements with respect to executive officers of the Corporation, the holders in each case regardless of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall whether such person (or such person’s affiliates) would be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors considered an affiliate of the Corporation; or (vi) incur or guarantee any indebtedness other than equipment leases or trade payables incurred in the ordinary course of business, if the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote aggregate indebtedness of the holders of Corporation and its subsidiaries for borrowed money following such action would exceed $5,000,000; provided, however, that the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall not be divested considered indebtedness for purposes of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(Ccalculation. (d) shall be in addition to any other voting rights granted Notwithstanding anything to the holders of the Series A Junior Participating Preferred Stock in this contrary herein, Section 36(d) may not be amended, modified or waived.

Voting Rights. The In addition to any voting rights provided by law, the holders of shares of Series A Junior Participating Preferred Class B Stock shall have the following voting rights: (Aa) Each In addition to voting rights provided elsewhere in this Section 3, and as long as any of the Class B Stock is outstanding, each share of Series A Junior Participating Preferred Class B Stock shall entitle the holder thereof to a number of votes equal vote on all matters, including with respect to the Adjustment Number election of directors, voted on by holders of Common Stock voting together as a single class with other shares entitled to vote at all matters submitted to a vote meetings of the stockholders of the Corporation. With respect to any such vote, each share of Class B Stock shall entitle the holder thereof to cast the number of votes determined pursuant to the next sentence; provided, however, that if more than one share of Class B Stock shall be held by any holder of shares of Class B Stock, the total number of votes which such holder shall be entitled to cast pursuant to this Section 3(a) shall be computed on the basis of the total number of shares of Class B Stock held by such holder, with any then remaining fractional share disregarded for the purposes of this Section 3(a). The number of votes which each share of the Class B Stock shall entitle the holder thereof to cast shall be equal to (i) 6.8966 from the First Issue Date until the Approval Date (as defined herein), and (ii) from and after the Approval Date, the number of whole votes which could be cast in such vote by a holder of the shares of capital stock of the Corporation into which such share of Class B Stock is convertible on the record date for such vote. (Bb) Except as required by lawIn addition to the voting rights provided elsewhere in this Section 3, by Section 3(C) and by Section 10 hereof, the affirmative vote of the holders of Series A Junior Participating Preferred Stock shall have no special at least a majority of the outstanding shares of Class B Stock, voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock separately as set forth herein) for taking any corporate action. (C) Ifa single class, in person or by proxy, at the time of any a special or annual meeting of stockholders called for the purpose, shall be necessary to (A) except as contemplated by Section 2(c), authorize, increase the authorized number of shares of, or issue (including on conversion or exchange of any convertible or exchangeable securities or by reclassification), any shares of any class or classes, or any series of any class or classes, of the Corporation's capital stock ranking pari passu with or prior to (either as to dividends or upon a change in control of the Corporation, voluntary or involuntary liquidation, dissolution or winding up) the Class B Stock, (B) except as contemplated pursuant to Section 2(c) or as permitted pursuant to Section 10(a), increase the authorized number of shares of, or issue (including on conversion or exchange of any convertible or exchangeable securities or by reclassification) any shares of, Class B Stock, (C) alter, amend or repeal any of the provisions of the Certificate of Incorporation of the Corporation which in any manner would alter, change or otherwise adversely affect in any way the powers, preferences or rights of the Class B Stock, (D) approve the sale, lease or other disposition of all or substantially all of the assets of the Corporation and its Subsidiaries (as defined in Section 11), or (E) approve any merger of the Corporation with or into any other entity or any reorganization, recapitalization, liquidation or other similar transaction (including any issuance of equity securities, or securities convertible into equity securities by the Corporation, to any person (other than the Purchasers and their Affiliates) who would then own on a fully diluted basis more than 50% of the total number of votes entitled to be cast (giving effect to such issuance) by holders of the Corporation's capital stock on all matters, including the election of directors) involving the Corporation; provided, however, that the holders of the outstanding shares of Class B Stock shall only have a class vote on the transactions described in clauses (D) and (E) prior to the earlier of the effectiveness of a registration statement under the Securities Act of 1933 relating to all such shares and the date on which less than half of the total shares of Class B Stock originally issued (not including any shares issued in payment of dividends pursuant to Section 2(c)) remain outstanding. Notwithstanding the proviso to the preceding sentence, the equivalent affirmative vote of six quarterly dividends (whether or not consecutive) payable on any share or the holders of at least a majority of the outstanding shares of Series A Junior Participating Preferred Class B Stock, voting separately as a single class, in person or by proxy, at a special or annual meeting of stockholders called for the purpose, shall be necessary to approve any merger of the Corporation with or into any other entity or any reorganization, recapitalization, liquidation or other similar transaction involving the Corporation where (i) the Class B Stock is not remaining outstanding after such transaction under substantially the same powers, preferences, rights, qualifications, limitations and restrictions as are set forth in defaultthis Certificate of Designation or (ii) the cash, stock, securities or other property to be received on conversion of one share of Class B Stock following such transaction and the number application of directors constituting Section 8(h) has a Fair Market Value at the closing of such transaction less than 150% of the Conversion Price. In addition, if the Corporation shall have failed to pay in full dividends on the Class B Stock for six consecutive quarters, then the size of the Board of Directors of the Corporation shall be increased by two. In addition to voting together with , and the holders of Common shares of Class B Stock, voting together as a single class, shall have the right to elect such two directors. The right to elect such two directors under this Section 3(b) shall terminate upon payment in full of all dividends payable on the Class B Stock, at which time the Board of Directors shall return to its previous size and the directors elected by the holders of the Class B Stock shall be removed. (1) The rights of holders of shares of Class B Stock to take any actions as provided in this Section 3 may be exercised, subject to the DGCL (as defined in Section 11 hereof), at any annual meeting of stockholders or at a special meeting of stockholders held for such purpose as hereinafter provided or at any adjournment or postponement thereof, or by the election of other directors written consent, delivered to the Secretary of the Corporation, of the holders of the minimum number of shares required to take such action. As long as such right to vote continues (and unless such right has been exercised by written consent of not less than the minimum number of shares required to take such action), the Chairman of the Board of the Corporation may call, and upon the written request of holders of record of 20% of the outstanding shares of Class B Stock, addressed to the Secretary of the Corporation at the principal office of the Corporation, shall call, a special meeting of the holders of shares of Class B Stock entitled to vote as provided herein. The Corporation shall use its best efforts to hold such meeting as promptly as practicable, but in any event not later than 120 days after delivery of such request to the Secretary of the Corporation, at the place and upon the notice provided by law and in the Bylaws of the Corporation for the holding of meetings of stockholders. (2) At each meeting of stockholders at which the holders of shares of Class B Stock shall have the right, voting separately as a single series, to take any action, the presence in person or by proxy of the holders of record of a majority of the Series A Junior Participating Preferred Stocktotal number of shares of Class B Stock then outstanding and entitled to vote on the matter shall be necessary and sufficient to constitute a quorum. At any such meeting or at any adjournment or postponement thereof, voting separately as in the absence of a class to the exclusion quorum of the holders of Common shares of Class B Stock, holders of a majority of such shares present in person or by proxy shall have the power to adjourn the meeting as to the actions to be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, taken by the holders of shares of Class B Stock from time to time and place to place without notice other than announcement at the meeting until a quorum shall be present. For the taking of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock action as is specified provided in paragraph (ASection 3(b) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Class B Stock, each such holder shall have one vote for each share of Class B Stock standing in his name on the transfer books of the Corporation as of any record date fixed for such purpose or, if no such date be fixed, at the time entitled to cast a majority close of business on the votes entitled to be cast for Business Day next preceding the election day on which notice is given, or if notice is waived, at the close of any such director at a special business on the Business Day next preceding the day on which the meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3is held.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number (as adjusted from time to time pursuant to Section 2(A) hereof) on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required otherwise provided herein or in the Charter or the Bylaws of the Corporation, the holders of shares of Junior Preferred Stock and the holders of shares of Common Stock and any other stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (i) If at any time dividends on any Junior Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, the occurrence of such contingency shall xxxx the beginning of a period (herein called a “default period”) that shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly period on all shares of Junior Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, (a) the number of directors of the Corporation shall automatically be increased by lawtwo, effective as of the time of election of such directors as herein provided, and (b) the holders of Junior Preferred Stock and the holders of any series Parity Stock (as hereinafter defined) upon which these or like voting rights have been conferred and are exercisable (collectively, the “Voting Preferred Stock”) with dividends in arrears equal to six quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect such two directors. (ii) During any default period, such voting right of the holders of Junior Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3(B) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders during such default period, provided that such voting right shall not be exercised unless the holders of at least one-third in number of the shares of Voting Preferred Stock outstanding shall be present in person or by Section 3(Cproxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Voting Preferred Stock of such voting right. (iii) Unless the holders of Voting Preferred Stock shall, during an existing default period, have previously exercised their right to elect directors, the Board of Directors may or, upon the request of any stockholder or stockholders owning in the aggregate not less than 10% of the total number of shares of Voting Preferred Stock outstanding, irrespective of series, the secretary of the Corporation shall call a special meeting of the holders of Voting Preferred Stock. Notice of such meeting and of any annual meeting at which holders of Voting Preferred Stock are entitled to vote pursuant to this paragraph (B)(iii) shall be given to each holder of record of Voting Preferred Stock by Section mailing or electronically delivering a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 10 hereofdays and not later than 60 days after such order or request or, in default of the calling of such meeting, within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than 10% of the total number of shares of Voting Preferred Stock outstanding. Notwithstanding the provisions of this paragraph (B)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders. (iv) In any default period, after the holders of Voting Preferred Stock shall have exercised their right to elect Directors voting as a class, (a) the directors so elected by the holders of Voting Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the earlier expiration of the default period and (b) any vacancy in the Board of Directors may be filled by vote of a majority of the remaining directors theretofore elected by the holders of the class or classes of stock which elected the director whose office shall have become vacant. References in this paragraph (B) to directors elected by the holders of a particular class or classes of stock shall include directors elected by such directors to fill vacancies as provided in clause (b) of the foregoing sentence. (v) Immediately upon the expiration of a default period, (a) the right of the holders of Voting Preferred Stock as a class to elect directors shall cease, (b) the term of any directors elected by the holders of Voting Preferred Stock as a class shall terminate and (c) the number of directors shall be reduced accordingly. (C) The Charter shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Junior Preferred Stock so as to affect the holders thereof adversely without the affirmative vote of the holders of two-thirds or more of the outstanding shares of Junior Preferred Stock, if any, voting together as a single class. (D) Except as set forth herein, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of this Series A Junior Participating Preferred Stock shall have the following voting rights: a. Unless and until dividends payable on any shares of this Series shall be in arrears in an amount equivalent to one and one-half times the annual dividend, or more, per share, the holders of shares of this Series shall have no voting power or rights, except as otherwise provided herein, by the Certificate of Incorporation of the Corporation or by law. If and when dividends payable on any shares of this Series shall be in arrears in an amount equivalent to one and one-half times the annual dividend or more, per share, and thereafter until all dividends on shares of this Series in arrears shall have been paid, the holders of this Series, together with any other class or series of capital stock of the Corporation which is by its terms expressly made equal as to dividends to this Series (A) Each share for purposes of Series A Junior Participating Preferred this Section 3, this Series, together with all such other classes and series, is hereinafter collectively referred to as the "PREFERENCE STOCK"), voting as a single class separate from the holders of all other classes of capital stock, shall be entitled to elect two directors. The terms of office as directors of all persons who may be directors of the Corporation shall terminate upon the election of directors by the holders of the Preference Stock. The holders of the Common Stock shall entitle have the holder thereof right to a number of votes equal to elect the Adjustment Number on all matters submitted to a vote of the stockholders remaining directors of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, . If the holders of Series A Junior Participating Preferred the Preference Stock have not exercised their right to elect directors of the Corporation because of the lack of a quorum consisting of the holders of a majority of the Preference Stock, then the said directors shall be elected by the directors whose term of office is thus terminated, and in that event, such elected directors shall hold office for the interim period, pending such time as a quorum of the holders of the Preference Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, present at the time of any annual a meeting of stockholders held for the election of directors, . b. If and when all dividends then in arrears on the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Preference Stock are in default, the number of directors constituting the Board of Directors of the Corporation then outstanding shall be increased by two. In addition to voting together with the holders paid (and such dividends shall be declared and paid out of Common Stock for the election of other directors of the Corporationany funds legally available therefor as soon as reasonably practicable), the holders of record shares of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Preference Stock shall be divested of any special right with respect to the foregoing special election of directors and the voting rightspower of the holders of shares of the Preference Stock and the Common Stock shall revert to the status existing before the first dividend payment date on which dividends on any shares of the Preference Stock were not paid in full, but always subject to revesting the same provisions for vesting such special rights in the event holders of each and every subsequent shares of the Preference Stock in case of further like default arrears in payments payment of dividendsdividends thereon. Upon the termination of the foregoing any such special voting rightsright, the terms of office of all persons who may have been elected directors of the Corporation by vote of the holders of the Preference Stock, as a class, pursuant to said such special voting rights right shall forthwith terminate, and the number of directors constituting the Board of Directors resulting vacancies shall be reduced filled by twoa vote of a majority of the remaining directors. c. In case of any vacancy in the office of a director occurring among the directors elected by the holders of the Preference Stock voting as a single class separate from the holders of all other class of capital stock, the remaining director elected by the holders of the Preference Stock may elect a successor to hold office for the unexpired term of the director whose place shall be vacant. The voting rights granted In the event of simultaneous vacancies among directors elected by the holders of the Preference Stock, an election by the holders of the Preference Stock, pursuant to the provisions of this Section 3(C) 3, will be held. d. Whenever the right shall be in addition to any other voting rights granted have accrued to the holders of the Series A Junior Participating Preferred Preference Stock to elect directors, voting as a single class, separate from the holders of all other classes of capital stock, then upon request in this Section 3writing signed by any holder of the Preference Stock entitled to vote, delivered by registered mail or in person to the president, a vice president or secretary of the Corporation, it shall be the duty of such officer forthwith to cause notice to be given to the shareholders entitled to vote at a meeting to be held at such time as such officer may fix, not less than ten (10) nor more than sixty (60) days after the receipt of such request, for the purpose of electing directors during such time as the holders of the Preference Stock shall have the special right, voting as a single class, separate from the holders of all other classes of capital stock to elect directors, the presence in person or by proxy of the holders of a majority of the outstanding Preference Stock shall be required to constitute a quorum of such class for the election of directors, and the presence in person or by proxy of the holders of a majority of all other classes of capital stock outstanding at the time, and not entitled to such special right, shall be required to constitute a quorum of such other classes for the election of directors.

Voting Rights. The holders of shares of Series A B Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A B Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the CorporationCompany. (B) Except as required by law, by Section 3(C) law and by Section 10 hereof, holders of Series A B Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Class B Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A B Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation Company shall be increased by two. In addition to voting together with the holders of Class B Common Stock and Class A Common Stock for the election of other directors of the CorporationCompany, the holders of record of the Series A B Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Class B Common Stock and Class A Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A B Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the CorporationCompany, the holders of any Series A B Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A B Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until Each such additional director shall serve until the default in payments next annual meeting of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast stockholders for the election of any such director at a special meeting of such holders called for that purposedirectors, and any vacancy thereby created may be filled by the vote of such holders. If and when such default or until his successor shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.be

Voting Rights. The holders of shares of Series A Junior Participating B Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating B Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number (as adjusted from time to time pursuant to Section 2(A) hereof) on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by lawotherwise provided herein, by law or in the Certificate of Incorporation or By-Laws, the holders of shares of Series B Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (i) If at any time dividends on any Series B Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a "default period") xhat shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly period on all shares of Series B Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, (1) the number of Directors shall be increased by two, effective as of the time of election of such Directors as herein provided, and (2) the holders of Series B Preferred Stock and the holders of other Preferred Stock upon which these or like voting rights have been conferred and are exercisable (the "Voting Preferred Stock") with dividends in arrears equal to six quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect such two Directors. (ii) During any default period, such voting right of the holders of Series B Preferred Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that such voting right shall not be exercised unless the holders of at least one-third in number of the shares of Voting Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Voting Preferred Stock of such voting right. (iii) Unless the holders of Voting Preferred Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than 10 percent of the total number of shares of Voting Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders of Voting Preferred Stock, which meeting shall thereupon be called by the Chairman of the Board, the President, an Executive Vice President, a Vice President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Voting Preferred Stock are entitled to vote pursuant to this paragraph (C)(iii) shall be given to each holder of record of Voting Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 10 days and not later than 60 days after such order or request or, in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than 10 percent of the total number of shares of Voting Preferred Stock outstanding. Notwithstanding the provisions of this paragraph (C)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders. (iv) In any default period, after the holders of Voting Preferred Stock shall have exercised their right to elect Directors voting as a class, (x) the Directors so elected by the holders of Voting Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class or classes of stock which elected the Director whose office shall have become vacant. References in this paragraph (C) to Directors elected by the holders of a particular class or classes of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence. (v) Immediately upon the expiration of a default period, (x) the right of the holders of Voting Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Voting Preferred Stock as a class shall terminate and (z) the number of Directors shall be such number as may be provided for in the Certificate of Incorporation or By-Laws irrespective of any increase made pursuant to the provisions of paragraph (C) of this Section 10 hereof3 (such number being subject, however, to change thereafter in any manner provided by law or in the Certificate of Incorporation or By-Laws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors. (C) Except as set forth herein, holders of Series A Junior Participating B Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the product of (I) the Adjustment Number and (II) twenty (20) on all matters submitted to a vote of the stockholders of the CorporationCompany. (B) Except as required by law, by Section 3(C) law and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Class A Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation Company shall be increased by two. In addition to voting together with the holders of Class A Common Stock and Class B Common Stock for the election of other directors of the CorporationCompany, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Class A Common Stock and Class B Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the CorporationCompany, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.is

Voting Rights. The holders of shares of (a) Notwithstanding anything to the contrary in this Agreement, the Series A Junior Participating Preferred Stock C Preference Units shall not have any voting rights except as set forth in Section 13.3(d), this Section 18.5 or as otherwise provided by the Xxxxxxxx Islands Act. (b) In the event that six quarterly Series C Distributions, whether consecutive or not, are in arrears, the Series C Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors called for such purpose within 30 days after receipt by the General Partner of a request by Series C Holders holding a majority of the Corporation Outstanding Series C Preference Units, to elect one member of the Board of Directors, and the size of the Board of Directors shall be increased by two. In addition as needed to voting together with accommodate such change; provided, however, that such right of the holders of Common Stock for Series C Holders shall not apply to the election of other directors another director if (i) Series C Holders and holders of Parity Securities upon which like voting rights have been conferred, voting as a class, have previously elected a member of the Corporation, Board of Directors and (ii) such director continues then to serve on the holders Board of record Directors. Such right of such Series C Holders to elect a member of the Board of Directors shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (C Distributions accumulated and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoC Preference Units, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends at which permitted the election of said directors time such right shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent like default failure to pay six quarterly Series C Distributions as described above in payments of dividendsthis Section 18.5(b). Upon the any termination of the foregoing special voting rightsright of the Series C Holders and holders of any other Parity Securities to vote as a class for such director, the terms term of office of all persons who may have been the director then in office elected directors by such Series C Holders and holders voting as a class shall terminate immediately. Any director elected by the Series C Holders and holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors. Upon each election of a member of the Board of Directors by Series C Holders pursuant to said special voting rights this Section 18.5(b), the General Partner shall forthwith terminatehave the right to appoint an additional member of the Board of Directors, which member shall be an Appointed Director for purposes of this Agreement, the term of such director to begin and end on the number of directors constituting same dates as the corresponding director elected by the Series C Holders. (i) Unless the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series C Preference Units, voting as a separate class, neither the General Partner nor the Board of Directors shall adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Junior Participating Preferred Stock C Preference Units. (i) Unless the Board of Directors shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series C Preference Units voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities if the cumulative dividends payable on Outstanding Series C Preference Units are in arrears or (y) create or issue any Senior Securities. (d) For any matter described in this Section 318.5 in which the Series C Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series C Holders shall be entitled to one vote per Series C Preference Unit. Any Series C Preference Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. (a) The holders of record of shares of Senior Preferred Stock shall not be entitled to any voting rights except as hereinafter provided in this paragraph (8), as otherwise provided by law or as provided in the Investors' Agreement. (b) If and whenever (i) four consecutive or six quarterly cash dividends payable on the Senior Preferred Stock have not been paid in full, (ii) for any reason (including the reason that funds are not legally available for a redemption), the Corporation shall have failed to discharge any Mandatory Redemption Obligation (including a redemption in the Event of a Change of Control pursuant to Section 5(b) hereof), (iii) the Corporation shall have failed to provide the notice required by Section 6(d) hereof within the time period specified in such section or (iv) the Corporation shall have failed to comply with Sections 3(d), 3(e) or 8(c) hereof, (1) the number of directors then constituting the Board of Directors shall be increased by two and the holders of a majority of the outstanding shares of Senior Preferred Stock, together with the holders of shares of Series A Junior Participating every other series of preferred stock upon which like rights have been conferred and are exercisable (resulting form either the failure to pay dividends or the failure to redeem) (any such series is referred to as the "Preferred Stock Shares"), voting as a single class regardless of series, shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders elect the two additional directors to serve on the Board of Common Stock as set forth herein) for taking any corporate action. (C) If, Directors at the time of any annual meeting of stockholders for the election of directorsor special meeting held in place thereof, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as at a class to the exclusion special meeting of the holders of Common Stock, shall be entitled at said meeting of stockholders the Senior Preferred Stock and the Preferred Shares called as hereinafter provided. Whenever (and at each subsequent annual meeting of stockholders), unless i) all arrears in cash dividends in arrears on the Series A Junior Participating Senior Preferred Stock and the Preferred Shares then outstanding shall have been paid and cash dividends thereon for the current quarterly dividend period shall have been paid or declared and set apart for payment prior theretopayment, (ii) the Corporation shall have fulfilled its Mandatory Redemption Obligation, (iii) fulfilled its obligation to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock provide notice as is specified in paragraph subsection (Ab)(iii) of this Section 3. Until hereof, or (iv) the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who Corporation shall have been so elected pursuant to complied with Sections 3(d), 3(e), or 8(c) hereof, as the provisions of this Section 3(C) case may be removed at any timebe, without cause, only by then the affirmative vote right of the holders of the shares of Series A Junior Participating Senior Preferred Stock at to elect such additional two directors shall cease (but subject always to the same provisions for the vesting of such voting rights in the case of any similar future (i) arrearage in six consecutive quarterly cash dividends, (ii) failure to fulfill any Mandatory Redemption Obligation, (iii) failure to fulfill the obligation to provide the notice required by Section 6(d) hereof within the time entitled period specified in such section or (iv) failure to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purposecomply with Sections 3(d), 3(e), or 8(c)) and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected as directors pursuant to said special voting rights by the holders of the Senior Preferred Stock shall forthwith terminate, terminate and the number of directors constituting the Board of Directors shall be reduced by twoaccordingly. The At any time after such voting rights granted by this Section 3(Cpower shall have been so vested in the holders of shares of Senior Preferred Stock and the Preferred Shares, the secretary of the Corporation may, and upon the written request of any holder of Senior Preferred Stock (addressed to the secretary at the principal office of the Corporation) shall be in addition to any other voting rights granted to shall, call a special meeting of the holders of the Series A Junior Participating Senior Preferred Stock and of the Preferred Shares for the election of the two directors to be elected by them as herein provided, such call to be made by notice similar to that provided in the Bylaws of the Corporation for a special meeting of the stockholders or as required by law. If any such special meeting required to be called as above provided shall not be called by the secretary within 20 days after receipt of any such request, then any holder of shares of Senior Preferred Stock may call such meeting, upon the notice above provided, and for that purpose shall have access to the stock books of the Corporation. The directors elected at any such special meeting shall hold office until the next annual meeting of the stockholders or special meeting held in lieu thereof if such office shall not have previously terminated as above provided. If any vacancy shall occur among the directors elected by the holders of the Senior Preferred Stock and the Preferred Shares, a successor shall be elected by the Board of Directors, upon the nomination of the then-remaining director elected by the holders of the Senior Preferred Stock and the Preferred Shares or the successor of such remaining director, to serve until the next annual meeting of the stockholders or special meeting held in place thereof if such office shall not have previously terminated as provided above. (c) Without the written consent of a majority of the outstanding shares of Senior Preferred Stock or the vote of holders of a majority of the outstanding shares of Senior Preferred Stock at a meeting of the holders of Senior Preferred Stock called for such purpose, the Corporation will not (i) amend, alter or repeal any provision of the Certificate of Incorporation (by merger or otherwise) so as to adversely affect the preferences, rights or powers of the Senior Preferred Stock; provided that any such amendment that decreases the dividend payable on or the Liquidation Value of the Senior Preferred Stock shall require the affirmative vote of holders of each share of Senior Preferred Stock at a meeting of holders of Senior Preferred Stock called for such purpose or written consent of the holder of each share of Senior Preferred Stock; or (ii) create, authorize or issue any class of stock ranking prior to, or on a parity with, the Senior Preferred Stock with respect to dividends or upon liquidation, dissolution, winding up or otherwise, or increase the authorized number of shares of any such class or series, or reclassify any authorized stock of the Corporation into any such prior or parity shares or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such prior or parity shares, except that the Corporation may, without such approval, create authorize and issue Parity Securities for the purpose of utilizing the proceeds from the issuance of such Parity Securities for the redemption or repurchase of all outstanding shares of Senior Preferred Stock in accordance with the terms hereof or of the Investors' Agreement. (d) In exercising the voting rights set forth in this Section 3paragraph (8), each share of Senior Preferred Stock shall have one vote per share, except that when any other series of preferred stock shall have the right to vote with the Senior Preferred Stock as a single class on any matter, then the Senior Preferred Stock and such other series shall have with respect to such matters one vote per $25.00 of Liquidation Value or other liquidation preference. Except as otherwise required by applicable law or as set forth herein, the shares of Senior Preferred Stock shall not have any relative, participating, optional or other special voting rights and powers and the consent of the holders thereof shall not be required for the taking of any corporate action.

Voting Rights. The holders (a) Notwithstanding anything to the contrary in this Agreement, none of shares of the Series A Junior Participating Preferred Stock Units, the Series B Preferred Units or the Series C Preferred Units shall have any voting rights except as set forth in Section 13.3(d), this Section 16.5 or as otherwise provided by the Xxxxxxxx Islands Act. (b) In the event that six quarterly Series A Distributions, whether consecutive or not, are in arrears, the Series A Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders the General Partner called for such purpose within 30 days after receipt by the election General Partner of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of a request by Series A Junior Participating Holders holding a majority of the Outstanding Series A Preferred Stock are in defaultUnits, the number to elect one member of directors constituting the Board of Directors of the Corporation General Partner, and the size of the Board of Directors of the General Partner shall be increased by two. In addition as needed to voting together with the holders of Common Stock for the election of other directors of the Corporationaccommodate such change; provided, the holders of record however, that such right of the Series A Junior Participating Preferred StockHolders shall not apply to the election of another director if (i) Series A Holders and holders of Parity Securities upon which like voting rights have been conferred, voting separately as a class to the exclusion class, have previously elected a member of the holders Board of Common StockDirectors of the General Partner and (ii) such director continues then to serve on the Board of Directors. Such right of such Series A Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, shall be entitled at said meeting of stockholders (or declares and at each subsequent annual meeting of stockholders)sets aside funds for the payment of, unless all dividends Series A Distributions accumulated and in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoUnits, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends at which permitted the election of said directors time such right shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series A Distributions as described above in this Section 16.5(b). In the event that six quarterly Series B Distributions, whether consecutive or not, are in arrears, the Series B Holders shall have the right, voting as a class together with holders of any other Parity Securities upon which like default in payments of dividends. Upon the termination voting rights have been conferred and are exercisable, at a meeting of the foregoing special voting rightsGeneral Partner called for such purpose within 30 days after receipt by the General Partner of a request by Series B Holders holding a majority of the Outstanding Series B Preferred Units, the terms to elect one member of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors of the General Partner, and the size of the Board of Directors of the General Partner shall be reduced by two. The increased as needed to accommodate such change; provided, however, that such right of the Series B Holders shall not apply to the election of another director if (i) Series B Holders and holders of Parity Securities upon which like voting rights granted by have been conferred, voting as a class, have previously elected a member of the Board of Directors of the General Partner and (ii) such director continues then to serve on the Board of Directors. Such right of such Series B Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series B Distributions accumulated and in arrears on the Series B Preferred Units, at which time such right shall terminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series B Distributions as described above in this Section 3(C) shall be in addition to 16.5(b). Upon any other voting rights granted to termination of the holders right of the Series A Junior Participating Holders, the Series B Holders and, if applicable, holders of any other Parity Securities to vote as a class for such director, the term of office of the director then in office elected by such Series A Holders, Series B Holders and holders voting as a class shall terminate immediately. Any director elected by the Series A Holders, the Series B Holders and, if applicable, holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors of the General Partner. (i) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Stock Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series B Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series B Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series C Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would modify any terms of the Series C Preferred Units; provided, however, that following any listing of the Series C Preferred Units on a National Securities Exchange, such Series C Holder vote or consent shall only be required for any amendment to this Agreement that would have a material adverse effect on the then existing terms of the Series C Preferred Units. (ii) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Units, Series B Preferred Units and Series C Preferred Units, voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities or Senior Securities if the cumulative distributions payable on Outstanding Series A Preferred Units, Series B Preferred Units or Series C Preferred Units are in arrears or (y) create or issue any Senior Securities. In addition, unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series C Preferred Units, voting as a separate class, the Partnership shall not create or issue any Senior Securities. (d) If any transaction representing a Change of Control is submitted to a vote of the Limited Partners for approval, the Series C Preferred Units will have such voting rights pursuant to this Agreement as such Series C Preferred Units would have if they were converted into Common Units, at the then-applicable Series C Conversion Ratio, and shall vote together with the Common Units as a single class on such matter. (e) For any matter described in this Section 316.5 in which the Series A Holders, Series B Holders and/or Series C Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series A Holders, Series B Holders or Series C Holders shall be entitled to one vote per Series A Preferred Unit, Series B Preferred Unit or Series C Preferred Unit, as applicable. Any Series A Preferred Units, Series B Preferred Units or Series C Preferred Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. (a) Holders of the SCUs shall have the voting rights set forth herein and in the Partnership Agreement. (b) So long as any SCUs remain outstanding, the Operating Partnership shall not, without the affirmative vote or consent of the holders of two-thirds of the SCUs outstanding at the time, given in person or by proxy, either in writing or at a meeting (such series voting separately as a class): (i) undertake, consent to, or otherwise participate in or acquiesce to any recapitalization transaction (including, without limitation, an initial public offering, a merger, consolidation, other business combination, exchange, self-tender offer for all or substantially all of the Common Units, or sale or other disposition of all or substantially all of the Operating Partnership's assets) (each of the foregoing being referred to herein as a "Recapitalization Transaction") unless in connection with such a Recapitalization Transaction (x) either each SCU outstanding prior to the Recapitalization Transaction will (A) remain outstanding following the consummation of such Recapitalization Transaction without any amendment of any of the provisions of this Exhibit E or the other terms of the Partnership Agreement establishing the rights and obligations of holders of the SCUs in any manner adverse to the holders of SCUs or (B) be converted into or exchanged for securities of the surviving entity having preferences, conversion and other rights, voting powers, restrictions, distribution rights and terms and conditions of redemption thereof no less favorable than those of a SCU under this Exhibit E and the Partnership Agreement, and (y) each holder of SCUs shall have the option to convert its SCUs into the amount and type of consideration and/or securities receivable by a holder of the number of Common Units into which such holder's SCUs could have been exchanged immediately prior to the consummation of the Recapitalization Transaction pursuant to Paragraph 7(b) hereof upon the consummation of the Recapitalization Transaction, and (z) the holders of the SCUs will be treated no less favorably than the holders of the Common Units; (ii) amend, alter or repeal the provisions of this Exhibit E or Sections 6.2(a)(iii), 6.2(a)(iv), 6.2(a)(v), 6.2(d) or 6.2(e) of the Partnership Agreement, the provisions of Section 9.2(a) as they apply to holders of SCUs or Common Units issued in respect thereof or the provisions of Section 9.2(c), in each case whether by merger, consolidation or otherwise; or (iii) otherwise amend, alter or repeal the provisions of the Partnership Agreement in a manner that would adversely affect in any material respect the holders of the SCUs disproportionately with respect to the rights of holders of the Common Units; it being understood that nothing in this Exhibit E, shall be deemed to limit the right of the Operating Partnership to issue securities to holders of any interests in the Operating Partnership that rank on a parity with or prior to the SCUs with respect to distribution rights and rights upon dissolution, liquidation or winding-up of the Operating Partnership or to amend, alter or repeal the terms of any such securities. (c) The holders of shares of Series A Junior Participating Preferred Stock the SCUs shall have the following voting rights:right to vote with the holders of Common Units, as a single class, on any matter on which the holders of Common Units are entitled to vote. (Ad) Each share The foregoing voting provisions of Series A Junior Participating Preferred Stock this Paragraph 5 shall entitle not apply if, at or prior to the holder thereof time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding units of SCUs shall have been redeemed or called for redemption upon proper notice and sufficient funds, in cash, shall have been deposited in trust to effect such redemption. (e) In any matter in which the SCUs may vote as a class (as expressly provided herein or as may be required by law), each SCU shall be entitled to one vote. In any matter in which the SCUs may vote with the Common Units as a single class, each SCU shall be entitled to the number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders number of Common Stock as set forth herein) for taking any corporate action. (C) If, at Units issuable upon the time exchange of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected one SCU pursuant to the provisions of this Section 3(CParagraph 7(b) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3hereof.

Voting Rights. The (a) During the time this Agreement is in effect, the Shareholder shall take such action (and shall cause Samsung and each of its and Samsung’s Affiliates that Beneficially Own Voting Securities to take such action) (including, if applicable, through the execution of one or more written consents if shareholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such annual or special meeting of shareholders of the Company) as may be required so that all Voting Securities Beneficially Owned by it (or any such Affiliate) from time to time are voted in the same manner (“for,” “against,” “withheld,” “abstain” or otherwise, with lost, damaged or disfigured ballots counting as abstentions to the extent that they cannot be counted as “for,” “against,” “withheld” or otherwise under applicable Law) as recommended by the Board to the other holders of shares Voting Securities; provided, however, that, except as provided in Section 3.1, the Shareholder or any of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent its Affiliates shall not be required (except to the extent they are entitled under any obligation to vote with holders any shares of Common Stock held by them in accordance with the recommendation of the Board with respect to the approval (or non-approval) or adoption (or non-adoption) of a transaction that would result in a Change of Control of the Company or with respect to a matter the approval of which would materially adversely affect the Shareholder’s rights as set forth herein) a shareholder of the Company disproportionately to the other shareholders of the Company taken as a group (which for taking the avoidance of doubt shall not include any corporate action. (C) If, at the time of any annual meeting of stockholders for vote with respect to the election of directors, compensation matters or any “routine” matters). The Shareholder further agrees not to, and shall cause Samsung and each of its and Samsung’s Affiliates not to, take any other actions as a shareholder of the equivalent Company intended to or reasonably likely to, directly or indirectly, circumvent, avoid or nullify the voting arrangements required by this Section 2.1 and Section 3.1. (b) The Shareholder, as the holder(s) of six quarterly dividends Voting Securities, shall use its, and shall cause Samsung and each of its and Samsung’s Affiliates to use their, reasonable best efforts to be present, in person or by proxy, at all meetings of the shareholders of the Company so that all Voting Securities Beneficially Owned by it or them (whether or not consecutiveby any such Affiliate of the Shareholder or Samsung) payable on from time to time may be counted for the purposes of determining the presence of a quorum at such meetings. The foregoing provision shall also apply to the execution by the Shareholder or any share Affiliate of the Shareholder or shares Samsung, as the holder(s) of Series A Junior Participating Preferred Stock are Voting Securities, of any written consent in defaultlieu of a meeting of holders of Voting Securities or any class thereof. (c) In furtherance of this Section 2.1 and Section 3.1, the number Shareholder shall, and shall cause its Affiliates, Samsung and Samsung’s Affiliates to, if and when requested by the Company from time to time, promptly execute and deliver to the Company an irrevocable proxy, substantially in the form of directors constituting Exhibit A attached hereto, and irrevocably appoint the Board Company or its designees, with full power of Directors substitution, its attorney, agent and proxy to vote (or cause to be voted) or to give consent with respect to, all of the Corporation Voting Securities as to which the Shareholder (or any Affiliates of the Shareholder or Samsung), is entitled to vote, in the manner and with respect to the matters set forth in this Section 2.1 and Section 3.1; provided, however, that in the event the Affiliates of the Shareholder and Samsung (for the avoidance of doubt, excluding the Shareholder and Samsung) collectively own less than one (1) percent of the outstanding Common Stock at such time, the Shareholder shall not have an obligation to cause its or Samsung’s Affiliates (other than Samsung and any of Samsung’s or the Shareholder’s Subsidiaries) to deliver the foregoing irrevocable proxy. The Shareholder acknowledges, and shall cause its Affiliates, Samsung and Samsung’s Affiliates to acknowledge, that any such proxy executed and delivered shall be increased by two. In addition to voting together coupled with the holders of Common Stock an interest, shall constitute, among other things, an inducement for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class Company to the exclusion of the holders of Common Stockenter into this Agreement, shall be entitled at said meeting irrevocable and binding on any successor in interest of stockholders such Shareholder (and at each subsequent annual meeting or any Affiliate of stockholdersthe Shareholder or Samsung), unless all dividends in arrears on as applicable, and shall not be terminated by operation of Law upon the Series A Junior Participating Preferred Stock have been paid occurrence of any event, except that such proxy shall terminate and be of no further effect upon the valid termination of this Agreement. Such proxy shall operate to revoke and render void any prior proxy as to any Voting Securities heretofore granted by such Shareholder (or declared and set apart for payment prior theretoany Affiliate of the Shareholder or Samsung), as applicable, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as extent it is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any inconsistent with such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3proxy.

Voting Rights. The holders of shares of Series A B Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A B Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A B Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A B Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A B Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A B Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A B Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A B Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall not be a member of Class I, Class II or Class III of the Board of Directors of the Corporation, but shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A B Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A B Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A B Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) law and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation Company shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the CorporationCompany, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the CorporationCompany, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall not be a member of Class I, Class II, or Class III of the Board of Directors of the Company, but shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) next preceding sentence may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders of shares of Series A Junior Participating D Preferred Stock shall have the following voting rights: (Aa) Each share holder of Series A Junior Participating D Preferred Stock shall entitle the holder thereof be entitled to a number of votes equal to the Adjustment product of (1) the Burlington Formula Number then in effect for each share of Series A Preferred Stock held of record on each matter on which holders of Burlington Stock are entitled to vote times (2) the maximum number of votes which the holders of Burlington Stock then have with respect to such matter. (b) Except as otherwise provided herein or by applicable law, the holders of shares of Series D Preferred Stock, the holders of shares of Burlington Stock and the holders of any other class of capital stock entitled to vote in the election of directors shall vote together as one class for the election of directors of the Corporation. In addition, the holders of Series D Preferred Stock and the holders of Burlington Stock shall vote together as one class on all other matters submitted to a vote of the stockholders holders of the CorporationBurlington Stock. (Bc) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, If at the time of any annual meeting of stockholders shareholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating D Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the other holders of Common Stock capital stock as set forth in Section 3(a) for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating D Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stocksuch other holders, shall be entitled at said meeting of stockholders shareholders (and at each subsequent annual meeting of stockholdersshareholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation11 (d) Except as provided herein, the in Section 11 or by applicable law, holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating D Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said no special voting rights and their consent shall forthwith terminate, and the number of directors constituting the Board of Directors shall not be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted required (except to the extent they are entitled to vote with holders of the Series A Junior Participating Preferred Burlington Stock in this Section 3as set forth herein) for authorizing or taking any corporate action. 4.

Voting Rights. The holders of shares Units of Series A Junior Participating Preferred Stock Membership Interests shall have the following not possess voting rights: power for any purposes (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal including but not limited to the Adjustment Number on all matters submitted to a vote purposes described in Section 1318(B) of the stockholders of the Corporation. (BAct) Except as required other than those for which voting power is conferred by lawSection 3.6 hereof, by this Section 3.7, by Section 3(C) and by Section 10 6.2 hereof, holders or on a series thereof by the resolution of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by twoestablishing such series. In addition to the voting powers so expressly conferred upon Preferred Membership Interests and in addition to voting rights granted to Preferred Membership Interests in statutory proceedings as to which their vote may be mandatorily required by the then existing laws of the State of Louisiana, in case at any time the Company shall fail to declare and pay or set aside for payment in full any quarterly distribution on any series of Preferred Membership Interests and shall not on or before the sixth succeeding quarterly distribution payment date declare and pay or set aside for payment in full said distribution in arrears and also all distributions which shall in the meantime have become due and payable on all of the outstanding Preferred Membership Interests, such holders of all series of Preferred Membership Interests shall thereupon have and continue to have, the right, voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class for such purpose by plurality vote, with each Unit of Preferred Membership Interest having for purposes of the class votes provided for in this Article 3, the vote per share fixed for such share pursuant to Paragraph (g) of Section 3.2 hereof, to elect two Directors of the exclusion Company until all distributions accumulated and payable on the Preferred Membership Interests shall have been fully paid; and, during the continuance of such right of the holders of Common Stock, shall be entitled at said meeting all series of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, Membership Interests to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any elect such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to existDirectors, the holders of the Series A Junior Participating Preferred Stock Units of Common Membership Interests shall be divested have the right, voting as a class, by plurality vote, to elect the remaining members of the foregoing special voting rights, subject to revesting in Board of Directors which the event of each and every subsequent like default in payments of dividends. Upon the termination holders of the foregoing special voting rights, Units of the Preferred Membership Interests are not entitled to elect. The terms of office of all persons who may be Directors of the Company at any time when such right to elect such Directors shall accrue to the holders of Units of Preferred Membership Interests shall terminate upon the election of their successors; and such election may be held at a special meeting of all Members of the Company which shall be convened at any time after the accrual of such right upon notice similar to that provided in this Agreement for calling the annual meeting of the Members, at the request in writing of the holders of record of at least 2% of the number of Units of Preferred Membership Interests then outstanding. In default of the calling of said meeting by a proper officer of the Company within five days after the making of such request, such meeting may be called on like notice by any holder of record of Preferred Membership Interests, for which purpose any such holder of Preferred Membership Interests shall have the right to have access to the list of Members of the Company. If such special meeting be not called prior to the next annual meeting, the holders of Preferred Membership Interests as one class for such purpose, and the holders of the Common Membership Interests as a second class, shall elect members of the Board of Directors as aforesaid, at such annual meeting, unless previously thereto all such distribution defaults shall have been made good. At all meetings of Members held, for the purpose of electing Directors, during the period holders of Preferred Membership Interests shall have the right to elect two members of the Board of Directors, a Majority of the Units of the then issued and outstanding Preferred Membership Interests as a class and of the Common Membership Interests as a class shall constitute a quorum of those classes, respectively, for the purposes of such meetings and lack of a quorum as to either of such classes at any such meeting shall not interfere with the holding of such meeting and the election of Directors by the class having a quorum present; provided that in such election the specific Directors to be succeeded shall be designated. Upon the termination at any time of such right of the holders of Preferred Membership Interests to elect two members of the Board of Directors, the term of office of all Directors elected by vote of the holders of Preferred Membership Interests as a class (or elected to fill a vacancy which might have been so filled) shall end upon the election and qualification of their successors; and such election may be held at a special meeting of holders of the Common Membership Interests, convened on like notice at the request in writing of the holders of record of at least 2% of the total number of Units of the Common Membership Interests then outstanding, or, if such special meeting is not called prior to the next annual meeting, at such annual meeting. In default of the calling of said meeting by a proper officer of the Company within five days after the making of such request, such meeting may be called on like notice by any holder of record of the Common Membership Interests of the Company, for which purpose any such holder of the Common Membership Interests shall have the right to have access to the list of Members of the Company. Whenever, by reason of the resignation, death or removal of any Director or Directors or any increase in the number of Directors, at any time while the holders of Preferred Membership Interests are entitled to elect two members of the Board of Directors as aforesaid, the number of Directors in office who have been elected directors by either the holders of the Preferred Membership Interests as a class or the holders of the Common Membership Interests as a class shall become less than the total number subject to election by such respective classes, the vacancy or vacancies so resulting may be filled by plurality vote of such respective classes of Members at a meeting thereof called for the purpose, or pending such action, by the affirmative vote of a majority of the Directors at the time in office who were elected by the vote of such class of Members, although such Directors shall be less than a quorum of the Board of Directors, at a meeting called by any such Director in the manner provided in this Agreement for the calling of special meetings of the Board of Directors. During the continuance of such voting rights, a Director elected by holders of the Preferred Membership Interests as a class or the Common Membership Interests as a class (or elected to fill a vacancy which might have been so filled) shall be subject to removal by Majority vote of the Preferred Membership Interests or of the Common Membership Interests at the time outstanding as appropriate, at a special meeting called for the purpose, but not otherwise. A special meeting of Members to fill a vacancy or to remove a Director as last above provided may be called at any time by the holder or holders of record of Units entitled to cast at least 5% of the votes of the class of Units entitled to vote thereat or in such other manner as may be provided for in this Agreement. The term of office of any officer of the Company shall terminate upon the election and qualification of his successor; and such election may be held at any meeting of the Board of Directors following any special meeting of Members held upon the accrual or termination of the voting rights of the holders of the Preferred Membership Interests to elect two members of the Board of Directors so that new Directors elected at any such special meeting of Members shall be empowered to choose new officers of the Company or any thereof in their discretion. On all matters as to which no voting power is conferred on the Preferred Membership Interests by this Article 3 or by the resolution of the Board of Directors establishing such series as to which a vote of the Preferred Membership Interests is mandatorily required by the laws of the State of Louisiana, the authorization of such matter by the Preferred Membership Interests may be granted by the vote of the holders of Units of the Preferred Membership Interests (acting as one class) then outstanding having a Majority of the Units (as fixed pursuant to said special voting rights Paragraph (g) of Section 3.2 hereof) entitled to be cast by the Preferred Membership Interests. The holders of each class of Preferred Membership Interests shall forthwith terminatebe entitled to vote as a class upon a proposed amendment to the Company's Articles of Organization or this Agreement, and the holders of the outstanding Units of a series of Preferred Membership Interests shall be entitled to vote as a class upon a proposed amendment to the Company's Articles of Organization or this Agreement, whether or not otherwise entitled to vote thereon by the provisions of the Company's Articles of Organization, this Agreement or the resolution establishing such class or series, if the amendment would accomplish any of the following: (1) increase or decrease the aggregate number of directors constituting authorized Units of such class or series; (2) increase or decrease the fixed liquidation price of the Units of such class or series; (3) effect an exchange, reclassification, or cancellation of all or part of the Units of such class or series; (4) effect an exchange, or create a right of exchange, of all or any part of the Units of another class or series into the Units of such class or series; (5) change the designations, preferences, limitations, or relative rights of the Units of such class or series; (6) change the Units of such class or series into the same or a different number of Units of the same class or series or another class or series; (7) create a new class or series of Membership Interests having rights and preferences equal, prior, or superior to the Units of such class or series, or increase the rights and preferences of any class or series having rights and preferences equal, prior, or superior to the Units of such class or series; (8) divide the Units of such class into series and fix and determine the designation of such series and the variations in the relative rights and preferences between the Units of such series; (9) limit or deny any existing preemptive rights of the Units of such class or series; or (10) cancel or otherwise affect distributions on the Units of such class or series which has accumulated but had not been declared. Series A 8.25% Preferred Membership Interests. One hundred thousand (100,000) Units of authorized Preferred Membership Interests classified as Preferred Membership Interests, shall constitute a series of Preferred Membership Interests, and are designated as Series A 8.25% Preferred Membership Interests (the "Series A 8.25% Preferred Membership Interests"); the fixed distribution rate, issued quarterly, on the Units of such series is 8.25% of the fixed liquidation price per annum, and such distributions are cumulative from the the most recent date through which dividends have been paid on the EGSI Series A 8.25% Preference Stock (as defined hereinafter) or, if no such dividend payments have been made, the date of original issue of the EGSI Series A 8.25% Preference Stock, with the first distribution payable March 15, 2008; such Units may be redeemed by the Company in whole or in part at any time on or after December 15, 2015, and the fixed redemption price on the Units of such series for such redemption, is $ 100 per Unit. No Units of the Series A 8.25% Preferred Membership Interests may be redeemed in whole or in part prior to December 15, 2015. The fixed liquidation price for the Units of the Series A 8.25%Preferred Membership Interests is $100.00 per Unit. The Series A 8.25% Preferred Membership Interests have no exchange or conversion rights. Each Unit of Series A 8.25%Preferred Membership Interests will be issued as a result of the merger of Entergy Gulf States Louisiana, Inc., a Texas corporation, formerly known as Entergy Gulf States, Inc. ("EGSI") into the Company, with the Company surviving. Upon the consummation of such merger, each share of Series A 8.25% Preference Stock of EGSI ("EGSI Series A 8.25% Preference Stock") shall be converted into one Unit of Series A 8.25% Preferred Membership Interests. A vote of one vote per Unit is hereby fixed for each Unit of Series A 8.25% Preferred Membership Interests on such matters, and only such matters as to which the Units of such series are entitled to vote under this Agreement or by law. Capitalization of Preferred Membership Interests. Each class and series of Units of Preferred Membership Interests in the Company may have such fixed liquidation price, or may be without fixed liquidation price, as shall be provided by this Agreement or by resolution of the Board of Directors in connection with the establishment of such class or series. Where Units of Preferred Membership Interests without a fixed liquidation price are issued, the Board of Directors shall be reduced by tworesolution establish a stated capital value thereof in connection with each such issuance. The voting rights granted by this Section 3(C) In the absence of fraud in the transaction, the judgment of the Board of Directors as to the value and sufficiency of the consideration received for Units of Preferred Membership Interests shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3conclusive.

Voting Rights. (a) The holders of the shares of Series A Junior Participating Preferred Stock shall have be entitled to (i) vote with the following voting rights: (A) Each share holders of Series A Junior Participating Preferred the Common Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to for a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast ii) a number of votes per share of Series A Junior Participating Preferred Stock as equal to the number of shares of Common Stock into which each such share of Series A Preferred Stock is specified in paragraph then convertible at the time of the related record date and (Aiii) of this Section 3. Until the default in payments notice of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected stockholders’ meetings (or pursuant to any action by written consent) in accordance with the Corporation’s Certificate of Incorporation and Bylaws as if the holders of Series A Preferred Stock were holders of Common Stock. Except as provided by law or by the provisions of this Section 3(C) may be removed at any time6(b), without cause, only by the affirmative holders of Series A Preferred Stock shall vote of together with the holders of Common Stock as a single class; provided that no holder of Series A Preferred Stock shall be entitled to cast votes for the number of shares of Common Stock into which such holder’s shares of Series A Junior Participating Preferred Stock are then convertible that exceeds (subject to adjustment as described in Section 9, other than as described in Section 9(a)(6)) the quotient of (x) the aggregate purchase price paid by such holder of Series A Preferred for its Series A Preferred Shares, divided by (y) $13.33. (b) For so long as at least 100,000 shares of Series A Preferred Stock remain outstanding, the time entitled to cast Corporation shall not and shall not permit any direct or indirect Subsidiary of the Corporation to, without first obtaining the written consent or affirmative vote at a meeting called for that purpose by holders of at least a majority of the votes entitled to be cast for then outstanding shares of Series A Preferred Stock, take any of the election following actions: (1) Any change, amendment, alteration or repeal (including as a result of a merger, consolidation, or other similar or extraordinary transaction) of any such director at a special meeting provisions of such holders called for the Corporation’s Certificate of Incorporation or By-laws that purposeamends, and any vacancy thereby created may be filled by modifies or adversely affects the vote of such holders. If and when such default shall cease to existrights, the holders preferences, privileges or voting powers of the Series A Junior Participating Preferred Stock; (2) Any issuance or reclassification of stock that would rank equal or senior to the Series A Preferred Stock shall be divested with respect to the redemption, liquidation, dissolution or winding up the Corporation or with respect to dividend rights; (3) Any voluntary initiation of any liquidation, dissolution or winding up of the foregoing special voting rightsCorporation or any of its Significant Subsidiaries or any group of Subsidiaries that, subject taken together, would constitute a Significant Subsidiary or commencement of a proceeding for bankruptcy, insolvency, receivership or similar action with respect to revesting the Corporation or any of its Significant Subsidiaries or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary; (4) Any material change to the tax or accounting policies of the Corporation, except any changes required by applicable law or pursuant to GAAP; (5) Any increase in the event authorized number of each and every subsequent like default in payments of dividends. Upon the termination members of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting Board if such increase would result in the Board having more than eight (8) members; (6) Any declaration or payment of Directors shall be reduced by two. The voting rights granted by this Section 3(Cany dividend or distribution, in each case, of assets (including via Spin-Off Transaction or split off) shall be in addition to any holder of equity securities of the Corporation or its Subsidiaries other voting rights granted than (i) pro rata cash dividends made only to the holders of the Common Stock and Series A Junior Participating Preferred Stock in this Section 3and (ii) dividends and distributions of assets paid or otherwise made to the Corporation or one or more of its wholly-owned Subsidiaries; or (7) Any incurrence or refinancing of any Indebtedness of the Corporation or any of its Subsidiaries to the extent that, immediately after giving effect to such incurrence or refinancing, the ratio of the consolidated Indebtedness of the Corporation and its Subsidiaries to the LTM EBITDA of the Corporation and its Subsidiaries for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or refinanced would not be less than a ratio of 1.5-to-1 on a pro forma basis after giving effect to such incurrence or refinancing and the use of the proceeds therefrom.

Voting Rights. The holders (a) Notwithstanding anything to the contrary in this Agreement, none of shares of the Series A Junior Participating Preferred Stock Units, the Series B Preferred Units, the Series C Preferred Units, the Series C-1 Preferred Units or the Series D Preferred Units shall have any voting rights except as set forth in Section 13.3(d), this Section 16.5 or as otherwise provided by the Xxxxxxxx Islands Act. (b) In the event that six quarterly Series A Distributions, whether consecutive or not, are in arrears, the Series A Holders shall have the following right, voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to as a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote class together with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifother Parity Securities upon which like voting rights have been conferred and are exercisable, at the time of any annual a meeting of stockholders the General Partner called for such purpose within 30 days after receipt by the election General Partner of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of a request by Series A Junior Participating Holders holding a majority of the Outstanding Series A Preferred Stock are in defaultUnits, the number to elect one member of directors constituting the Board of Directors of the Corporation General Partner, and the size of the Board of Directors of the General Partner shall be increased by two. In addition as needed to voting together with the holders of Common Stock for the election of other directors of the Corporationaccommodate such change; provided, the holders of record however, that such right of the Series A Junior Participating Preferred StockHolders shall not apply to the election of another director if (i) Series A Holders and holders of Parity Securities upon which like voting rights have been conferred, voting separately as a class to the exclusion class, have previously elected a member of the holders Board of Common StockDirectors of the General Partner and (ii) such director continues then to serve on the Board of Directors. Such right of such Series A Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, shall be entitled at said meeting of stockholders (or declares and at each subsequent annual meeting of stockholders)sets aside funds for the payment of, unless all dividends Series A Distributions accumulated and in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoUnits, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends at which permitted the election of said directors time such right shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rightsterminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series A Distributions as described above in this Section 16.5(b). In the event that six quarterly Series B Distributions, whether consecutive or not, are in arrears, the Series B Holders shall have the right, voting as a class together with holders of any other Parity Securities upon which like default in payments of dividends. Upon the termination voting rights have been conferred and are exercisable, at a meeting of the foregoing special voting rightsGeneral Partner called for such purpose within 30 days after receipt by the General Partner of a request by Series B Holders holding a majority of the Outstanding Series B Preferred Units, the terms to elect one member of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors of the General Partner, and the size of the Board of Directors of the General Partner shall be reduced by two. The increased as needed to accommodate such change; provided, however, that such right of the Series B Holders shall not apply to the election of another director if (i) Series B Holders and holders of Parity Securities upon which like voting rights granted by have been conferred, voting as a class, have previously elected a member of the Board of Directors of the General Partner and (ii) such director continues then to serve on the Board of Directors. Such right of such Series B Holders to elect a member of the Board of Directors of the General Partner shall continue until the Partnership pays in full, or declares and sets aside funds for the payment of, all Series B Distributions accumulated and in arrears on the Series B Preferred Units, at which time such right shall terminate, subject to the revesting of such right in the event of each and every subsequent failure to pay six quarterly Series B Distributions as described above in this Section 3(C) shall be in addition to 16.5(b). Upon any other voting rights granted to termination of the holders right of the Series A Junior Participating Holders, the Series B Holders and, if applicable, holders of any other Parity Securities to vote as a class for such director, the term of office of the director then in office elected by such Series A Holders, Series B Holders and holders voting as a class shall terminate immediately. Any director elected by the Series A Holders, the Series B Holders and, if applicable, holders of any other Parity Securities shall be entitled to one vote on any matter before the Board of Directors of the General Partner. (i) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Stock Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series A Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series B Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would have a material adverse effect on the existing terms of the Series B Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series C Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would modify any terms of the Series C Preferred Units; provided, however, that following any listing of the Series C Preferred Units on a National Securities Exchange, such Series C Holder vote or consent shall only be required for any amendment to this Agreement that would have a material adverse effect on the then existing terms of the Series C Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series C-1 Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would modify any terms of the Series C-1 Preferred Units; provided, however, that following any listing of the Series C-1 Preferred Units on a National Securities Exchange, such Series C-1 Holder vote or consent shall only be required for any amendment to this Agreement that would have a material adverse effect on the then existing terms of the Series C-1 Preferred Units. Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series D Preferred Units, voting as a separate class, the General Partner shall not adopt any amendment to this Agreement that would modify any terms of the Series D Preferred Units; provided, however, that following any listing of the Series D Preferred Units on a National Securities Exchange, such Series D Holder vote or consent shall only be required for any amendment to this Agreement that would have a material adverse effect on the then existing terms of the Series D Preferred Units. (ii) Unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series C-1 Preferred Units and Series D Preferred Units, voting as a class together with holders of any other Parity Securities upon which like voting rights have been conferred and are exercisable, the Partnership shall not (x) issue any Parity Securities or Senior Securities if the cumulative distributions payable on Outstanding Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series C-1 Preferred Units or Series D Preferred Units are in arrears or (y) create or issue any Senior Securities. In addition, unless the General Partner shall have received the affirmative vote or consent of the holders of at least 66 2/3% of the Outstanding Series C Preferred Units, Outstanding Series C-1 Preferred Units and the Outstanding Series D Preferred Units, respectively, voting as separate classes, the Partnership shall not create or issue any Senior Securities. (d) If any transaction representing a Change of Control is submitted to a vote of the Limited Partners for approval, the Series C Preferred Units, the Series C-1 Preferred Units and the Series D Preferred Units will have such voting rights pursuant to this Agreement as such Series C Preferred Units, Series C-1 Preferred Units or Series D Preferred Units, as applicable, would have if they were converted into Common Units, at the then-applicable Series C Conversion Ratio, Series C-1 Conversion Ratio or Series D Conversion Ratio (calculated according to the definition of “Series D Conversion Ratio” as if the record date relating to such vote were the date the Series D Conversion Notice was provided to the Partnership), as applicable, and shall vote together with the Common Units as a single class on such matter. (e) For any matter described in this Section 316.5 in which the Series A Holders, Series B Holders, Series C Holders, Series C-1 Holders and/or Series D Holders are entitled to vote as a class (whether separately or together with the holders of any Parity Securities), such Series A Holders, Series B Holders, Series C Holders, Series C-1 Holders or Series D Holders shall be entitled to one vote in respect of each $25.00 in Stated Preferred Unit Liquidation Preference. Any Series A Preferred Units, Series B Preferred Units, Series C Preferred Units, Series C-1 Preferred Units or Series D Preferred Units held by the Partnership or any of its subsidiaries or Affiliates shall not be entitled to vote.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (Aa) Each Except as provided in paragraph (c) of this Section 3 and subject to the provision for adjustment hereinafter set forth, each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of 100 votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders shareholders of the Corporation. (Bb) Except as required otherwise provided herein or by law, by Section 3(C) and by Section 10 hereof, the holders of shares of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of shares of Common Stock shall vote together as set forth herein) for taking any corporate actionone class on all matters submitted to a vote of shareholders of the Corporation. (Ci) If, at on the time date used to determine shareholders of record for any annual meeting of stockholders shareholders for the election of directors, the equivalent of six quarterly a default in preference dividends (whether or not consecutiveas defined in subparagraph (v) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears below) on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall have the right, voting as a class as described in subparagraph (ii) below, to elect two directors, and the holders of shares of Common Stock shall have the right to elect the remaining directors. Such right may be exercised at any meeting of shareholders for the election of directors until all such cumulative dividends (referred to above) shall have been paid in full or until noncumulative dividends have been paid regularly for at least one year. (ii) The right of the holders of Series A Preferred Stock to elect two directors, as described above, shall be exercised as a class concurrently with the rights of holders of any other series of Preferred Stock upon which voting rights to elect such directors have been conferred and are then exercisable. The Series A Preferred Stock and any additional series of Preferred Stock which the Corporation may issue and which may provide for the right to vote with the foregoing series of Preferred Stock are collectively referred to herein as "Voting Preferred Stock." (iii) Each director elected by the holders of shares of Voting Preferred Stock shall be divested referred to herein as a "Preferred Director." A Preferred Director so elected shall continue to serve as such director for a term of one year, except that upon any termination of the foregoing special voting rightsright of all of such holders to vote as a class for Preferred Directors, the term of office of such directors shall terminate. Any Preferred Director may be removed by, and shall not be removed except by, the approval the outstanding shares of Voting Preferred Stock then entitled to vote for the election of directors, subject to revesting Section 303 of the General Corporation Law of the State of California. (iv) So long as a default in any preference dividends on the Series A Preferred Stock shall exist or the holders of any other series of Voting Preferred Stock shall be entitled to elect Preferred Directors, (a) any vacancy in the event office of each a Preferred Director may be filled (except as provided in the following clause (b)) by an instrument in writing signed by the remaining Preferred Director and every subsequent like filed with the Corporation and (b) in the case of the removal of any Preferred Director, the vacancy may be filled by the vote or written consent of the holders of a majority of the outstanding shares of Voting Preferred Stock then entitled to vote for the election of directors, present (in person or by proxy) and voting together as a single class, at such time as the removal shall be effected. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director. (v) For purposes hereof, a "default in payments of preference dividends. Upon " on the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors Series A Preferred Stock shall be reduced by two. The voting rights granted by this Section 3(C) deemed to have occurred whenever the amount of cumulative and unpaid dividends on the Series A Preferred Stock shall be in addition equivalent to any other voting rights granted six full quarterly dividends or more (whether or not consecutive), and, having so occurred, such default shall be deemed to the holders exist thereafter until, but only until, all cumulative dividends on all shares of the Series A Junior Participating Preferred Stock in this Section 3then outstanding shall have been paid through the last Quarterly Dividend Payment Date or until, but only until, non-cumulative dividends have been paid regularly for at least one year.

Voting Rights. In connection with actions specified in this Trust Agreement that may be taken by Holders of the Certificates evidencing specified percentages, such percentages are hereby deemed to represent percentages of the Certificates of all Classes in the aggregate. The voting rights allocated to each Class of Certificates will be allocated among all holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal each such Class in proportion to the Adjustment Number Outstanding Class Balance. However, unless a Certificate Insurer Default has occurred and is continuing with respect to the applicable Class A Certificates, on any date on which the Class A Certificates are outstanding or any amounts are owing to the Certificate Insurer, the Certificate Insurer will have all matters submitted to a vote the voting rights of the stockholders applicable Class A Moreover, unless the Guarantor defaults in its obligation under the its guaranty of the Corporation. (B) Except as required by lawClass A Certificates, by Section 3(C) on any date on which a Certificate Insurer Default is continuing and by Section 10 hereofany amounts are owed to Xxxxxx Xxx, holders of Series A Junior Participating Preferred Stock shall the Guarantor will have no special all the voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares Class A Certificates. Certificates. In the event that there shall be any matter arising under the pooling and servicing agreement or other document governing an Underlying Trust that required the vote of Series A Junior Participating Preferred Stock at holders of certificates outstanding thereunder, the time entitled to cast a majority Trustee as holder of the votes entitled Underlying REMIC Securities shall vote or take other actions relating to be cast for the election Underlying REMIC Securities in accordance with instructions of the Certificate Insurer, or, if a Certificate Insurer Default is continuing with respect to the relevant Class A Certificates, Guarantor, or, if there is Guarantor Event of Default, the Holders of the related Class A Certificates aggregating not less than 51% of the related Outstanding Class Balance. In the absence of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to existinstruction, the holders Trustee shall vote in a manner consistent, in the sole judgment of the Series A Junior Participating Preferred Stock shall be divested Trustee, with the best interests of the foregoing special voting rights, subject to revesting in the event Holders of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3Certificates outstanding hereunder.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) law and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation Company shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the CorporationCompany, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the CorporationCompany, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) next preceding sentence may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C3(c) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The (a) Except for matters which do not require the vote of Holders of MRP Shares under the 1940 Act and except as otherwise provided in the Charter or Bylaws, herein or as otherwise required by applicable law, (1) each Holder of MRP Shares shall be entitled to one vote for each MRP Share held on each matter submitted to a vote of stockholders of the Company, and (2) the holders of shares of Series A Junior Participating Outstanding Preferred Stock Shares and Common Shares shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to vote together as a number of votes equal to the Adjustment Number single class on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by lawstockholders; provided, by Section 3(C) and by Section 10 hereofhowever, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with that the holders of Common Stock for the election of other directors of the CorporationOutstanding Preferred Shares shall be entitled, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class class, to the exclusion of the holders of shares of all other classes of stock of the Company, to elect two Directors of the Company at all times. Subject to the foregoing rights of the Holders of the MRP Shares, the identity and class (if the Board of Directors is then classified) of the nominees for such Directors may be fixed by the Board of Directors. Subject to paragraph (b) of this Section 4, the holders of Outstanding Common StockShares and Preferred Shares, voting together as a single class, shall elect the balance of the Directors. (b) During any period in which any one or more of the conditions described below shall exist (such period being referred to herein as a “Voting Period”), the number of Directors constituting the Board of Directors shall automatically increase by the smallest number that, when added to the two Directors elected exclusively by the holders of Preferred Shares would constitute a majority of the Board of Directors as so increased by such smallest number; and the holders of Preferred Shares shall be entitled, voting as a class on a one-vote-per-share basis (to the exclusion of the holders of all other securities and classes of shares of the Company), to elect such smallest number of additional Directors, together with the two Directors that such holders are in any event entitled to elect. A Voting Period shall commence: (i) if at the close of business on any Dividend Payment Date accumulated dividends (whether or not earned or declared) on Preferred Shares equal to at least two full years’ dividends shall be due and unpaid; or (ii) if at any time holders of any Preferred Shares are entitled under the 1940 Act to elect a majority of the Directors of the Company. If a Voting Period has commenced pursuant to Section 4(b)(i), the Voting Period shall not end until all such accumulated dividends are paid to the holders of the Preferred Shares or have been otherwise provided for in a manner approved by the holders of the Preferred Shares. Upon the termination of a Voting Period, the voting rights described in this paragraph (b) of Section 4 shall cease, subject always, however, to the revesting of such voting rights in the holders of Preferred Shares upon the further occurrence of any of the events described in this paragraph (b) of Section 4. (c) As soon as practicable after the accrual of any right of the holders of Preferred Shares to elect additional Directors as described in paragraph (b) of this Section 4, the Company shall call a special meeting of such holders, and mail a notice of such special meeting to such holders, such meeting to be held not less than 10 nor more than 30 calendar days after the date of mailing of such notice. If the Company fails to send such notice or if a special meeting is not called at the expense of the Company, it may be called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting of holders of Preferred Shares held during a Voting Period at which Directors are to be elected, a majority of such holders, voting as a separate class (to the exclusion of the holders of all other securities and classes of capital stock of the Company), shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on to elect the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified Directors prescribed in paragraph (Ab) of this Section 3. Until the default in payments 4 on a one-vote-per-share basis. (d) The terms of office of all dividends which permitted persons who are Directors of the Company at the time of a special meeting of Holders of the MRP Shares and holders of other Preferred Shares to elect Directors shall continue, notwithstanding the election at such meeting by the Holders of said directors shall cease the MRP Shares and such holders of other Preferred Shares of the number of Directors that they are entitled to existelect, any director who shall have been and the persons so elected by such holders, together with the two incumbent Directors elected by such holders and the remaining incumbent Directors, shall constitute the duly elected Directors of the Company. (e) Simultaneously with the termination of a Voting Period, the terms of office of the additional Directors elected by the Holders of the MRP Shares and holders of other Preferred Shares pursuant to paragraph (b) of this Section 4 shall terminate, the number of Directors constituting the Board of Directors shall decrease accordingly, the remaining Directors shall constitute the Directors of the Company and the voting rights of such holders to elect additional Directors pursuant to paragraph (b) of this Section 4 shall cease, subject to the provisions of the last sentence of paragraph (b) of this Section 3(C4. (f) may be removed at So long as any timeof the Preferred Shares are Outstanding, the Company will not, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled outstanding Preferred Shares determined with reference to a “majority of outstanding voting securities” as that term is defined in Section 2(a)(42) of the 1940 Act (a “1940 Act Majority”), voting as a separate class: (i) amend, alter or repeal (including by merger, consolidation or otherwise) any of the preferences, rights or powers of such class of Preferred Shares so as to adversely affect such preferences, rights or powers and will not amend any provision of the Charter or Bylaws in a manner which would restrict or limit the ability of the Company to comply with the terms and provisions of the Securities Purchase Agreement; (ii) amend alter or repeal (including by merger, consolidation or otherwise) any of the provisions of the Charter or Bylaws if such amendment, alteration or repeal would adversely affect any privilege, preference, right or power of the MRP Shares or the Holders thereof; (iii) enter into, become a party to, be cast for bound by or adopt or allow to exist any agreement or instrument or any evidence of indebtedness which contains restrictive covenants intended to limit the election right of the Company to make dividends, distributions, redemptions or repurchases of Preferred Shares (each a “Restricted Payment Covenant”) which are more restrictive than the most restrictive of the provisions of Section 10.5 of the Existing Note Purchase Agreements of the Company or Section 7.06 of the Existing Credit Agreement, in each case, as such Existing Note Purchase Agreements and Existing Credit Agreement are in effect on October 16, 2018 (other than Restricted Payment Covenants that are more restrictive as a result of (1) a change in the laws or regulations or the Rating Agency Guidelines to which the Company is subject or (2) dividends, distributions, redemptions or repurchases of Preferred Shares being blocked or restricted as a result of the occurrence of any default or event of default as such director at terms are defined under any such agreement or instrument). For the avoidance of doubt, an amendment to, or adoption of, a special meeting covenant (other than a Restricted Payment Covenant) in any instrument or agreement evidencing indebtedness of the Company (including, without limitation, the Existing Note Purchase Agreements and the Existing Credit Agreement) shall not require the affirmative vote of a 1940 Act Majority of the Holders of the Preferred Shares pursuant to this Section 4(0(iii); (iv) create, authorize or issue shares of any class of capital stock ranking on a parity with the Preferred Shares with respect to the payment of dividends or the distribution of assets, or any securities convertible into, or warrants, options or similar rights to purchase, acquire or receive, such holders called for that purposeshares of capital stock ranking on a parity with the Preferred Shares or reclassify any authorized shares of capital stock of the Company into any shares ranking on a parity with the Preferred Shares (except that, and any vacancy thereby created may be filled by notwithstanding the foregoing, but subject to the provision of Section 3(h), the Board of Directors, without the vote or consent of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested Shares may from time to time authorize, create and classify, and the Company, to the extent permitted by the 1940 Act, may from time to time issue, shares or series of Preferred Shares, including other series of Mandatory Redeemable Preferred Shares, ranking on a parity with the MRP Shares with respect to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the foregoing special voting rightsaffairs of the Company, and may authorize, reclassify and/or issue any additional MRP Shares, including shares previously purchased or redeemed by the Company, subject to revesting (i) continuing compliance by the Company with MRP Shares Asset Coverage requirement and MRP Shares Basic Maintenance Amount and, in all material respects, the other provisions of these Articles Supplementary, and (ii) the payment in full of all accrued and unpaid dividends on the MRP Shares and the effectuation of all redemptions required in respect of the MRP Shares, in each case, without regard to the Special Proviso in Section 3(a)(iv) except to the extent the proceeds of the issuance of such Preferred Shares are used to pay such dividends in full and to effect all such redemptions); (v) liquidate or dissolve the Company; (vi) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the event future (upon the happening of each a contingency or otherwise) the creation, incurrence or existence of any material lien, mortgage, pledge, charge, security interest, security agreement, conditional sale or trust receipt or other material encumbrance of any kind upon any of the Company’s assets as a whole, except (A) liens the validity of which are being contested in good faith by appropriate proceedings, (B) liens for taxes that are not then due and every subsequent like default payable or that can be paid thereafter without penalty, (C) liens, pledges, charges, security interests, security agreements or other encumbrances arising in payments connection with any indebtedness senior to the MRP Shares or arising in connection with any futures contracts or options thereon, dividend rate swap or cap transactions, forward rate transactions, put or call options, short sales of securities or other similar transactions, (D) liens, pledges, charges, security interests, security agreements or other encumbrances arising in connection with any indebtedness permitted under clause (vii) below and (E) liens to secure payment for services rendered, including, without limitation, services rendered by the Company’s custodian or paying agent; (vii) create, authorize, issue, incur or suffer to exist any indebtedness for borrowed money or any direct or indirect guarantee of such indebtedness for borrowed money or any direct or indirect guarantee of such indebtedness, except the Company may borrow and issue indebtedness as may be permitted by the Company’s investment restrictions or as may be permitted by the 1940 Act; provided, however, that transfers of assets by the Company subject to an obligation to repurchase shall not be deemed to be indebtedness for purposes of this provision to the extent that after any such transaction the Company meets the MRP Shares Basic Maintenance Amount; or (viii) create, authorize or issue of any shares of capital stock of the Company which are senior to the MRP Shares with respect to the payment of dividends. Upon , the termination making of redemptions, liquidation preference or the distribution of assets of the foregoing special Company. (g) The affirmative vote of the holders of a 1940 Act Majority of the Outstanding Preferred Shares, voting as a separate class, shall be required to approve any plan of reorganization (as such term is used in the 1940 Act) adversely affecting such shares or any action requiring a vote of security holders of the Company under Section 13(a) of the 1940 Act. (h) The affirmative vote of the holders of a 1940 Act Majority of the MRP Shares, voting separately as a series, shall be required with respect to any matter that materially and adversely affects the rights, preferences, or powers of the terms MRP Shares in a manner different from that of office other separate series of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and classes of the number Company’s shares of directors constituting the Board of Directors shall be reduced by twocapital stock. The voting rights granted by vote of holders of any shares described in this Section 3(C4(h) shall will in each case be in addition to a separate vote of the requisite percentage of Common Shares and/or Preferred Shares, if any, necessary to authorize the action in question. (i) Unless otherwise required by law, , Holders of MRP Shares shall not have any relative rights or preferences or other special rights other than those specifically set forth herein. The Holders of MRP Shares shall have no rights to cumulative voting. (j) The foregoing voting rights provisions will not apply with respect to the MRP Shares if, at or prior to the time when a vote is required, such shares have been (i) redeemed or (ii) called for redemption and sufficient funds shall have been deposited in trust to effect such redemption. (k) Any vote, amendment, waiver, or consent granted or to be effected by any Holder of MRP Shares that has agreed to transfer such MRP Shares to the Company or any Affiliate of the Company and has agreed to provide such waiver, vote, amendment or modification as a condition to such transfer shall be void and of no effect except as to such Holder. (l) So long as any of the Preferred Shares are Outstanding, the Company will not, without the affirmative vote of (1) the holders of a 1940 Act Majority of the outstanding Preferred Shares, voting as a separate class, and (2) the holders of a 1940 Act Majority of the holders of the Series A Junior Participating MRP Shares, voting as a separate series, create, authorize or issue shares of any class of capital stock ranking senior to the Preferred Stock in this Section 3Shares with respect to the payment of dividends or the distribution of assets, or any securities convertible into, or warrants, options or similar rights to purchase, acquire or receive, such shares of capital stock ranking senior to the Preferred Shares or reclassify any authorized shares of capital stock of the Company into any shares ranking senior to the Preferred Shares.

Voting Rights. (a) The holders of record of shares of Series A Junior Participating C Preferred Stock shall have be entitled to vote on an as-converted basis (calculated in accordance with Section 8(a) as of the following voting rights: (Aclose of trading on the last trading day of the most recently ended fiscal quarter of the Corporation) Each share with the Class A Common Stock as a single class on all matters presented to the holders of the Class A Common Stock for vote, except as hereinafter provided in this Section 9 or as otherwise provided by law. So long as the provisions of Section 9(b)(i) entitle the holders of Series A Junior Participating C Preferred Stock to designate the Series C Designee (as defined below), the holders of Series C Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation. (i) On the Issue Date, the Board of Directors shall cause the total number of directors then constituting the whole Board of Directors to be increased by two and the holders of record the outstanding shares of Series C Preferred Stock shall be entitled to designate one director (the “Series C Designee”) for election to the Board of Directors of the Series A Junior Participating Preferred StockCorporation and, voting separately as a class to the exclusion of the holders of Common Stockseries, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on have the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, exclusive right to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant such designee to the provisions Board of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of Directors; and the holders of the outstanding shares of Series A Junior Participating D Preferred Stock at the time shall be entitled to cast a majority designate one director (the “Series D Designee”) for election to the Board of Directors of the votes entitled Corporation and, voting separately as a series, shall have the exclusive right to be cast vote for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease designee to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.Directors; provided that,

Voting Rights. The holders of shares of Series A Junior Participating B Preferred Stock shall have the following voting rights: (Aa) Each share holder of Series A Junior Participating B Preferred Stock shall entitle the holder thereof be entitled to a number of votes equal to the Adjustment product of (1) the Minerals Formula Number then in effect for each share of Series A Preferred Stock held of record on each matter on which holders of Minerals Stock are entitled to vote times (2) the maximum number of votes which the holders of Minerals Stock then have with respect to such matter. (b) Except as otherwise provided herein or by applicable law, the holders of shares of Series B Preferred Stock, the holders of shares of Minerals Stock and the holders of any other class of capital stock entitled to vote in the election of directors shall vote together as one class for the election of directors of the Corporation. In addition, the holders of Series B Preferred Stock and the holders of Minerals Stock shall vote together as one class on all other matters submitted to a vote of the stockholders holders of the CorporationMinerals Stock. (Bc) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, If at the time of any annual meeting of stockholders shareholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating B Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the other holders of Common Stock capital stock as set forth in Section 3(a) for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating B Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stocksuch other holders, shall be entitled at said meeting of stockholders shareholders (and at each subsequent annual meeting of stockholdersshareholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating B Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating B Preferred Stock as is specified in paragraph (A) of this Section 3equal to the Minerals Formula Number. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, exist any director who shall have been so elected pursuant to the provisions of this Section 3(C) next preceding sentence may be removed at any time, either with or without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating B Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C3(c) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating B Preferred Stock in this Section 3. 7 (d) Except as provided herein, in Section 11 or by applicable law, holders of Series B Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Minerals Stock as set forth herein) for authorizing or taking any corporate action. 4.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been AmericasActive:6008599.6 elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The In addition to any other voting rights required by ------------- law, the holders of shares of Series A Junior Participating Preferred Stock Shares shall have the following voting rights: (Aa) Each share of Subject to the provision for adjustment hereinafter set forth, each Series A Junior Participating Preferred Stock Share shall entitle the holder thereof to a number of 1,000 votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders shareholders of the Corporation. . In the event the Corporation shall at any time after the Rights Declaration Date (Bi) Except as required by lawdeclare any dividend on Common Stock payable in shares of Common Stock, by Section 3(C(ii) and by Section 10 hereofsubdivide the outstanding shares of Common Stock, or (iii) combine the outstanding shares of Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of Series A Junior Participating Preferred Shares were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (b) In the event that dividends upon the Series A Junior Shares shall be in arrears to an amount equal to six full quarterly dividends thereon, the holders of such Series A Junior Shares shall become entitled to the extent hereinafter provided to vote noncumulatively at all elections of directors of the Corporation, and to receive notice of all shareholders' meetings to be held for such purpose. At such meetings, to the extent that directors are being elected, the holders of such Series A Junior Shares voting as a class shall be entitled solely to elect two members of the Board of Directors of the Corporation; and all other directors of the Corporation shall be elected by the other shareholders of the Corporation entitled to vote in the election of directors. Such voting rights of the holders of such Series A Junior Shares shall continue until all accumulated and unpaid dividends thereon shall have no special been paid or funds sufficient therefor set aside, whereupon all such voting rights of the holders of shares of such series shall cease, subject to being again revived from time to time upon the reoccurrence of the conditions above described as giving rise thereto. At any time when such right to elect directors separately as a class shall have so vested, the Corporation may, and their consent upon the written request of the holders of record of not less than 20% of the then outstanding total number of shares of all the Series A Junior Shares having the right to elect directors in such circumstances shall, call a special meeting of holders of such Series A Junior Shares for the election of directors. In the case of such a written request, such special meeting shall be held within 90 days after the delivery of such request, and, in either case, at the place and upon the notice provided by law and in the By-laws of the Corporation; provided, that the Corporation shall not be required (except to call such a special meeting if such request is received less than 120 days before the date fixed for the next ensuing annual or special meeting of shareholders of the Corporation. Upon the mailing of the notice of such special meeting to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifsuch Series A Junior Shares, at or, if no such meeting be held, then upon the time mailing of any the notice of the next annual or special meeting of stockholders shareholders for the election of directors, the equivalent number of six quarterly dividends (whether or not consecutive) payable on any share or shares directors of the Corporation shall, ipso facto, be increased to the extent, but only to the extent, necessary to provide sufficient vacancies to enable the holders of such Series A Junior Participating Preferred Stock are in defaultShares to elect the two directors hereinabove provided for, the number of directors constituting the Board of Directors of the Corporation and all such vacancies shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, filled only by the affirmative vote of the holders of such Series A Junior Shares as hereinabove provided. Whenever the shares number of directors of the Corporation shall have been increased, the number as so increased may thereafter be further increased or decreased in such manner as may be permitted by the By- laws and without the vote of the holders of Series A Junior Participating Preferred Stock at Shares, provided that no such action shall impair the time entitled to cast a majority right of the votes entitled holders of Series A Junior Shares to elect and to be cast represented by two directors as herein provided. So long as the holders of Series A Junior Shares are entitled hereunder to voting rights, any vacancy in the Board of Directors caused by the death or resignation of any director elected by the holders of Series A Junior Shares, shall, until the next meeting of shareholders for the election of any such director at a special meeting of such holders called for that purposedirectors, and any vacancy thereby created may in each case be filled by the vote of such holders. If and when such default shall cease to exist, remaining director elected by the holders of the Series A Junior Participating Preferred Stock shall be divested of Shares having the foregoing special voting rights, subject right to revesting elect directors in the event of each and every subsequent like default in payments of dividendssuch circumstances. Upon the termination of the foregoing special voting rights, rights of the holders of any series of Series A Junior Shares the terms of office of all persons who may shall have been elected directors pursuant to said special voting rights of the Corporation by vote of the holders of Series A Junior Shares or by a director elected by such holders shall forthwith terminate. (c) Except as otherwise provided herein, and in the number Certificate of directors constituting Incorporation of the Board of Directors shall be reduced Corporation or by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to law, the holders of the Series A Junior Participating Preferred Shares and the holders of Common Stock in this Section 3(and the holders of shares of any other series or class entitled to vote thereon) shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number one vote on all matters submitted to a vote of the stockholders shareholders of the CorporationCompany. (B) Except as required otherwise provided herein or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of shareholders of the Company. (C) If at the time of any annual meeting of shareholders for the election of directors a “default in preference dividends” on the Series A Preferred Stock shall exist, the holders of the Series A Preferred Stock shall have the right at such meeting, voting together as a single class, to the exclusion of the holders of Common Stock, to elect two (2) directors of the Company. Such right shall continue until there are no dividends in arrears upon the Series A Preferred Stock. Either or both of the two directors to be elected by Section 3(Cthe holders of the Series A Preferred Stock may be to fill a vacancy or vacancies created by an increase by the Board of Directors in the number of directors constituting the Board of Directors. Each director elected by the holders of Preferred Stock (a “Preferred Director”) shall continue to serve as such director for the full term for which he or she shall have been elected, notwithstanding that prior to the end of such term a default in preference dividends shall cease to exist. Any Preferred Director may be removed by, and shall not be removed except by, the vote of the holders of record of the outstanding Series A Preferred Stock voting together as a single class, at a meeting of the shareholders or of the holders of Preferred Stock called for the purpose. So long as a default in preference dividends on the Series A Preferred Stock shall exist, (i) any vacancy in the office of a Preferred Director may be filled (except as provided in the following clause (ii)) by Section 10 an instrument in writing signed by the remaining Preferred Director and filed with the Company and (ii) in the case of the removal of any Preferred Director, the vacancy may be filled by the vote of the holders of the outstanding Series A Preferred Stock voting together as a single class, at the same meeting at which such removal shall be voted. Each director appointed as aforesaid by the remaining Preferred Director shall be deemed, for all purposes hereof, to be a Preferred Director. For the purposes hereof, a “default in preference dividends” on the Preferred Stock shall be deemed to have occurred whenever the amount of accrued and unpaid dividends upon the Series A Preferred Stock shall be equivalent to six (6) full quarterly dividends or more, and having so occurred, such default shall be deemed to exist thereafter until, but only until, all accrued dividends on all Series A Preferred Stock then outstanding shall have been paid to the end of the last preceding quarterly dividend period. The provisions of this paragraph (C) shall govern the election of Directors by holders of Series A Junior Participating Preferred Stock during any default in preference dividends notwithstanding any provisions of the Company’s Certificate of Incorporation to the contrary. (D) Except as set forth herein, holders of shares of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of shares of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders Borrower hereby appoints and constitutes the Administrative Agent as its attorney-in-fact (with full power of shares substitution) to exercise all of Series A Junior Participating Preferred Stock its voting rights pertaining to any Quartershare Interest, Residential Unit and/or Commercial Unit owned by the Borrower or in which the Borrower has an interest giving rise to the right to vote (whether as Declarant, as a holder of any Quartershare Mortgage or otherwise). This power of attorney is coupled with an interest and shall be irrevocable for so long as any Obligations are owing by the Borrower to the any Lender. This power of attorney may be used from time to time in the sole discretion of the Administrative Agent if there shall exist an Event of Default, or a material casualty or a material condemnation or taking (as contemplated in Section 3.6(b)(i) hereof) shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal occurred with respect to the Adjustment Number on all matters submitted Projects or any part thereof. The Borrower agrees to a vote execute, from time to time, such other documents as the Administrative Agent may request (including, without limitation, the form of proxy substantially in the stockholders form of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except Exhibit H to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) Ifthis Agreement; which proxy shall, at the time request of the Administrative Agent, be periodically renewed) and file the same with the Secretary of the applicable Association in accordance with such Association's By-Laws. If any annual meeting voting rights pertaining to any Quartershare Interest, Residential Unit and/or Commercial Unit owned by the Borrower or in which the Borrower has an interest giving rise to the right to vote (whether as Declarant, as a holder of stockholders for a Quartershare Mortgage or otherwise) shall be exercisable pursuant to a written ballot distributed by the election applicable Association in accordance with the terms of directorsthe By-Laws of said Association, the equivalent Borrower agrees to exercise its right to vote in respect of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are such written ballot in default, accordance with the number of directors constituting the Board of Directors rights of the Corporation shall be increased by two. In addition to voting together with Administrative Agent under the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in first paragraph (A) of this Section 33.9(c) as if the proxy referred to therein were directly applicable to such written ballot (any provision in said By-Laws to the contrary notwithstanding) and to promptly give the Administrative Agent written notice of any such written ballot if the Administrative Agent shall then be entitled to exercise the voting rights in respect thereof. Until If any voting rights pertaining to any Quartershare Interest, Residential Unit and/or Commercial Unit owned by the default Borrower or in payments which the Borrower has an interest giving rise to the right to vote (whether as Declarant, as a holder of all dividends which permitted the election of said directors a Quartershare Mortgage or otherwise) shall cease to exist, any director who shall have been so elected be exercisable pursuant to the provisions attendance by the Borrower at a meeting of the members of the applicable Association in accordance with the terms of the By-Laws of such Association, the Borrower agrees to exercise its right to vote in respect of such attendance in accordance with the rights of the Administrative Agent under the first paragraph of this Section 3(C3.9(c) may as if the proxy referred to therein were directly applicable to such meeting (any provision in said By-Laws to the contrary notwithstanding) and to promptly give the Administrative Agent written notice of its intention to attend any such meeting if the Administrative Agent shall then be removed at any time, without cause, only by entitled to exercise the affirmative vote voting rights in respect thereof. Except with the prior written consent of the holders Administrative Agent, the Borrower shall not propose or vote for or consent to any modification of, or amendment to, any Declaration or any Association's Articles of Incorporation or By-Laws which could have (in the reasonable sole opinion of the shares of Series A Junior Participating Preferred Stock at Administrative Agent or the time entitled to cast Required Lenders) a majority of material adverse effect on the votes entitled to be cast for Collateral or the election operation or prospects of any such director at a special meeting Project. In each case under any Declaration and/or any Association's Articles of such holders called for that purpose, and any vacancy thereby created may be filled by Incorporation or ByLaws in which the consent or the vote of a holder of a mortgage in respect of the Quartershare Interests, Residential Units and/or Commercial Units (including any such holders. If and when such default shall cease case in which the Borrower would be considered to existbe a holder of a mortgage by virtue of any Quartershare Mortgage) is provided for or is required, or in which the Borrower's consent is required (as Declarant or as an owner of a Quartershare Interest, Residential Unit or Commercial Unit or as a vendor or mortgagee) for any proposed action, the holders Borrower shall not vote or give such consent without obtaining the prior written consent of the Series A Junior Participating Preferred Stock shall be divested Administrative Agent if such action (in the reasonable sole opinion of the foregoing special voting rights, subject to revesting in Administrative Agent) could have an material adverse effect on the event Collateral or the operation or prospects of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3Project.

Voting Rights. The holders of the shares of Preferred Stock hereby acknowledge and agree that the voting rights set forth in Section 5 of the Certificate of Designation and the Series B Certificate of Designation, as may be applicable, shall not be effective (and shall not be exercised by the holders of the shares of Preferred Stock) prior to the occurrence of a Triggering Event. Prior to such Triggering Event, the holders of the shares of Series A Preferred Stock shall have the following voting rights in lieu of the voting rights set forth in Section 5 of the Certificate of Designation: (a) The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stockexclusive right, voting separately as a class single class, to elect up to a number of directors (but not more than two) that constitutes less than half of the exclusion total directors of the Company; provided, however, that if the holders of Common Stockthe shares of Series A Preferred Stock do not elect any directors to the Board of Directors, such holders will have the right to appoint up to three observers to the Board of Directors. (b) Subject to the proviso in Section 4.2 of the By-laws of the Company, any vacancy occurring in the office of director elected by the holders of the shares of Series A Preferred Stock or any additional director to be elected pursuant to Section 4.1(a) above may be filled by the remaining director(s) elected by the holders of the shares of Series A Preferred Stock unless and until such vacancy shall be entitled at said meeting filled by the holders of stockholders (and at each subsequent annual meeting the shares of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock. The term of office of the directors elected by the holders of the shares of Series A Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for shall terminate upon the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed their successors at any time, without cause, only by the affirmative vote meeting of the holders of the shares of Series A Junior Participating Preferred Stock held for the purpose of electing directors elected by the holders of the shares of Series A Preferred Stock. (c) Subject to the proviso in Section 4.2 of the By-laws of the Company, the directors elected by the holders of the shares of Series A Preferred Stock voting separately as a single class may only be removed from office with or without cause by the vote of the holders of at the time entitled to cast least a majority of the votes entitled to be cast for outstanding shares of Series A Preferred Stock. (d) From and after the election occurrence of any such director at a special meeting Triggering Event, the foregoing rights of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the shares of Series A Junior Participating Preferred Stock shall be divested to elect directors of the foregoing special voting rights, subject to revesting Company in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by accordance with this Section 3(C) 4.1 shall no longer be in addition to any other voting rights granted to effective (and shall not be exercised by the holders of the shares of Series A Junior Participating Preferred Stock) and shall be replaced with the rights of the holders of shares of Series A Preferred Stock to elect directors of the Company in this accordance with Section 35 of the Certificate of Designation.

Voting Rights. (a) The holders of record of shares of Series A Junior Participating Senior Preferred Stock shall have not be entitled to any voting rights except as hereinafter provided in this paragraph (8), as otherwise provided by law or as provided in the following voting rights:Stockholders Agreement. (Ab) Each share If and whenever (i) four consecutive cash dividends payable on the Senior Preferred Stock have not been paid in full, (ii) for any reason (including the reason that funds are not legally available for a redemption), the Corporation shall have failed to discharge any Mandatory Redemption Obligation, (iii) the Corporation shall have failed to provide the notice required by Section 6(c) hereof within the time period specified in such section or (iv) the Corporation shall have failed to comply with Sections 3(d), 3(e) or 8(c) hereof, the number of Series A Junior Participating directors then constituting the Board of Directors shall be increased by two and the holders of a majority of the outstanding shares of Senior Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders elect the two additional directors to serve on the Board of Common Stock as set forth herein) for taking any corporate action. (C) If, Directors at the time of any annual meeting of stockholders for the election of directorsor special meeting held in place thereof, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as at a class to the exclusion special meeting of the holders of Common Stock, shall be entitled at said meeting of stockholders the Senior Preferred Stock called as hereinafter provided. (and at each subsequent annual meeting of stockholders), unless c) Whenever (i) all arrears in cash dividends in arrears on the Series A Junior Participating Senior Preferred Stock then outstanding shall have been paid and cash dividends thereon for the Current quarterly dividend period shall have been paid or declared and set apart for payment prior theretopayment, (ii) the Corporation shall have fulfilled its Mandatory Redemption Obligation, (iii) the Corporation shall have fulfilled its obligation to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock provide notice as is specified in paragraph subsection (Ab) of this Section 3. Until (iii) hereof, or (iv) the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who Corporation shall have been so elected pursuant to complied with Sections 3(d), 3(e) and 8(c) hereof, as the provisions of this Section 3(C) case may be removed at any timebe, without cause, only by then the affirmative vote right of the holders of the shares of Series A Junior Participating Senior Preferred Stock at to elect such additional directors shall cease (but subject always to the same provisions for the vesting of such voting rights in the case of any similar future (i) arrearage in four consecutive quarterly cash dividends, (ii) failure to fulfill any Mandatory Redemption Obligation, (iii) failure to fulfill the obligation to provide the notice required by Section 6(c) hereof within the time entitled period specified in such section or (iv) failure to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purposecomply with Sections 3(d), and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights3(e) or 8(c)), the terms of office of all the persons who may have been elected as directors pursuant to said special voting rights by the holders of the Senior Preferred Stock shall forthwith terminate, terminate and the number of directors constituting the Board of Directors shall be reduced by twoaccordingly. The At any time after such voting rights granted by this Section 3(Cpower shall have been so vested in the holders of shares of Senior Preferred Stock, the secretary of the Corporation may, and upon the written request of any holder of Senior Preferred Stock (addressed to the secretary at the principal office of the Corporation) shall be in addition to any other voting rights granted to shall, call a special meeting of the holders of the Series A Junior Participating Senior Preferred Stock for the election of the directors to be elected by them as herein provided, such call to be made by notice similar to that provided in the Bylaws of the Corporation for a special meeting of the stockholders or as required by law. If any such special meeting required to be called as above provided shall not be called by the secretary within 20 days after receipt of any such request, then any holder of shares of Senior Preferred Stock may call such meeting, upon the notice above provided, and for that purpose shall have access to the stock books of the Corporation. The directors elected at any such special meeting shall hold office until the next annual meeting of the stockholders or special meeting held in lieu thereof if such office shall not have previously terminated as above provided. If any vacancy shall occur with respect to the directors elected by the holders of the Senior Preferred Stock, a successor shall be elected in accordance with the procedures of Section 8(b) to serve until the next annual meeting of the stockholders or special meeting held in place thereof, if such office shall not have previously terminated as provided above. (d) Without the written consent of 66% of the outstanding shares of Senior Preferred Stock or the vote of holders of 66% of the outstanding shares of Senior Preferred Stock at a meeting of the holders of Senior Preferred Stock called for such purpose, the Corporation will not (i) amend, alter or repeal any provision of the Certificate of Incorporation (by merger or otherwise) so as to adversely affect the preferences, rights or powers of the Senior Preferred Stock, provided that any such amendment that decreases the dividend payable on or the Liquidation Value of the Senior Preferred Stock shall require the affirmative vote of holders of each share of Senior Preferred Stock at a meeting of holders of Senior Preferred Stock called for such purpose or written consent of the holder of each share of Senior Preferred Stock; (ii) create, authorize or issue any class or series of stock ranking prior to, or on a parity with, the Senior Preferred Stock with respect to dividends or upon liquidation, dissolution, winding up or otherwise, or increase the authorized number of shares of any such class or series, or reclassify any authorized stock of the Corporation into any such prior or parity shares or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such prior or parity shares, except that the Corporation may, without such approval, create, authorize and issue Parity Securities for the purpose of utilizing the proceeds from the issuance of such Parity Securities for the redemption or repurchase of all outstanding shares of Senior Preferred Stock in this accordance with the terms hereof; (iii) merge or consolidate, or sell, exchange or convey all or substantially all of the assets, property or business of the Corporation unless, in the case of a merger or consolidation, (A) if the Corporation is not the surviving corporation, the seniority, rights, powers and preferences of the Senior Preferred Stock continue unimpaired and on identical terms after such transaction or (B) the surviving corporation has a Consolidated Net Worth (immediately following any such transaction) at least equal to that of the Corporation immediately prior to such transaction or (iv) issue any additional shares of Senior Preferred Stock, other than the issuance of Additional Shares in accordance with Section 33(b) hereof.

Voting Rights. The holders of shares Holders of Series A Junior Participating Preferred Stock shall have the following voting rights: (Aa) Each share holder of Series A Junior Participating Preferred Stock shall entitle the holder thereof be entitled to a number of votes equal to the Adjustment Formula Number then in effect, for each share of Series A Preferred Stock held of record on each matter on which holders of Common Stock or stockholders generally are entitled to vote, multiplied by the maximum number of votes per share which any holder of Common Stock or stockholders generally then have with respect to such matter (assuming any holding period or other requirement to vote a greater number of shares is satisfied). (b) Except as otherwise provided herein or by applicable law, holders of Series A Preferred Stock and holders of Common Stock shall vote together as one class for the election of directors and on all other matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (Cc) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board board of Directors directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stockclass, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporationdirectors, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3equal to the Formula Number. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) next preceding sentence may be removed at any time, either with or without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board board of Directors directors shall be reduced by two. The voting rights granted by this Section 3(C3(c) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3. (d) Except as provided herein, in Section 11 or by applicable law, holders of Series A Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for authorizing or taking any corporate action.

Voting Rights. The Notwithstanding anything elsewhere in this Agreement to the contrary, if (i) an Indenture Event of Default occurs and is continuing; or (ii) TECO is in default on any of its payment or other obligations under the Guarantee, then the holders of shares of Series A Junior Participating the LLC Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to Securities will be entitled, by a vote of the stockholders majority of the Corporation. (B) Except as required by lawaggregate stated liquidation preference of outstanding LLC Preferred Securities, by Section 3(C) to appoint and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no authorize a special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors representative of the Corporation shall be increased by two. In addition to voting together with LLC and the holders of Common Stock the LLC Preferred Securities (the "SPECIAL REPRESENTATIVE") to enforce the LLC's rights under the Subordinated Notes and the Indenture, and to enforce the obligations of TECO under the Guarantee. If a Special Representative has been appointed, the Special Representative shall have the exclusive right to enforce, or direct the enforcement of, the LLC's rights under the Subordinated Notes and the Indenture. In furtherance of the foregoing, and without limiting the powers of any Special Representative so appointed and for the election avoidance of other directors any doubt concerning the powers of the CorporationSpecial Representative, any Special Representative, in its own name, in the holders of record name of the Series A Junior Participating Preferred StockLLC, voting separately as a class to in the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote name of the holders of the shares of Series A Junior Participating LLC Preferred Stock at Securities or otherwise, may, to the time entitled to cast a majority of the votes entitled fullest extent permitted by law, institute or cause to be cast for instituted, any proceedings, including, without limitation, any suit in equity, an action at law or other judicial or administrative proceeding, to enforce the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, LLC's or the holders of the Series A Junior Participating LLC Preferred Stock shall be divested Securities' rights directly against TECO (including, without limitation, the LLC's rights under the Indenture or as a holder or beneficial owner of the foregoing special voting rightsSubordinated Notes), subject to revesting or any other obligor in the event of each and every subsequent like default in payments of dividends. Upon the termination connection with such obligations on behalf of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to LLC or the holders of the Series A Junior Participating LLC Preferred Stock Securities, and may prosecute such proceeding to final judgment or decree, including any appeals thereof, and enforce the same against TECO or any other obligor in this Section 3connection with such obligations and collect, out of the property, wherever situated, of TECO or any such other obligor upon such obligations, the monies adjudged or decreed to be payable in the manner provided by law.

Voting Rights. The Notwithstanding anything elsewhere in this Agreement to the contrary, if (i) an Indenture Event of Default occurs and is continuing; or (ii) TECO is in default on any of its payment or other obligations under the Guarantee, then the holders of shares of Series A Junior Participating the Company Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to Securities will be entitled, by a vote of the stockholders majority of the Corporation. (B) Except as required by lawaggregate stated liquidation preference of outstanding Company Preferred Securities, by Section 3(C) to appoint and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no authorize a special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors representative of the Corporation shall be increased by two. In addition to voting together with Company and the holders of Common Stock the Company Preferred Securities (the "SPECIAL REPRESENTATIVE") to enforce the Company's rights under the Subordinated Notes and the Indenture, and to enforce the obligations of TECO under the Guarantee. If a Special Representative has been appointed, the Special Representative shall have the exclusive right to enforce, or direct the enforcement of, the Company's rights under the Subordinated Notes and the Indenture. In furtherance of the foregoing, and without limiting the powers of any Special Representative so appointed and for the election avoidance of other directors any doubt concerning the powers of the CorporationSpecial Representative, any Special Representative, in its own name, in the holders of record name of the Series A Junior Participating Preferred StockCompany, voting separately as a class to in the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote name of the holders of the shares of Series A Junior Participating Company Preferred Stock at Securities or otherwise, may, to the time entitled to cast a majority of the votes entitled fullest extent permitted by law, institute or cause to be cast for instituted, any proceedings, including, without limitation, any suit in equity, an action at law or other judicial or administrative proceeding, to enforce the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, Company's or the holders of the Series A Junior Participating Company Preferred Stock shall be divested Securities' rights directly against TECO (including, without limitation, the Company's rights under the Indenture or as a holder or beneficial owner of the foregoing special voting rightsSubordinated Notes), subject to revesting or any other obligor in the event of each and every subsequent like default in payments of dividends. Upon the termination connection with such obligations on behalf of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to Company or the holders of the Series A Junior Participating Company Preferred Stock Securities, and may prosecute such proceeding to final judgment or decree, including any appeals thereof, and enforce the same against TECO or any other obligor in this Section 3connection with such obligations and collect, out of the property, wherever situated, of TECO or any such other obligor upon such obligations, the monies adjudged or decreed to be payable in the manner provided by law.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation Company shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the CorporationCompany, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the CorporationCompany, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall not be a member of Class I, Class II or Class III of the Board of Directors of the Company, but shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) next preceding sentence may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.Junior

Voting Rights. The (a) Except as otherwise provided in this Declaration or as otherwise required by applicable law, (i) each Holder of Shares of any Series shall be entitled to one vote for each Share of any Series held on each matter submitted to a vote of shareholders of the Trust, and (ii) the holders of shares of Series A Junior Participating Outstanding Preferred Stock Shares, including each Series, and Common Shares shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to vote together as a number of votes equal to the Adjustment Number single Class on all matters submitted to a vote shareholders; provided, however, that, at any meeting of the stockholders shareholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders Trust held for the election of directors, the equivalent a class of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Trustees that includes a Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the CorporationShare Trustee, the holders of record of the Series A Junior Participating Outstanding Preferred StockShares, voting separately including each Series, represented in person or by proxy at said meeting, shall be entitled, as a class Class and to the exclusion of the holders of Common Stock, shall be entitled at said meeting Shares and all other securities of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior theretoTrust, to vote for elect such Preferred Share Trustee, each Preferred Share entitling the election of two directors holder thereof to one vote. The identity of the Corporationnominees for Preferred Share Trustees may be fixed by the Board of Trustees pursuant to the Bylaws. Subject to paragraph (b) of this Section 6, the holders of Common Shares that are Outstanding Shares and the holders of Outstanding Preferred Shares, including each Series, voting together as a single Class, shall elect the balance of the Trustees. (b) During any Series A Junior Participating period in which any one or more of the conditions described below shall exist (such period being referred to herein as a "Voting Period"), and notwithstanding the maximum number of Trustees set forth in this Declaration, the number of Trustees constituting the Board of Trustees shall be automatically increased by the smallest number that, when added to the two Preferred Stock being Share Trustees elected exclusively by the holders of Preferred Shares, including each Series, would constitute a majority of the Board of Trustees as so increased by such smallest number; and the holders of the Outstanding Preferred Shares, including each Series, shall be entitled, voting as a Class on a one-vote-per-Share basis and to the exclusion of the holders of Common Shares and all other securities of the Trust, to elect such smallest number of additional Trustees, together with the two Trustees that such holders are in any event entitled to cast elect. A Voting Period shall commence: (i) if at the close of business on any Dividend Payment Date accumulated dividends (whether or not earned or declared) on Preferred Shares equal to at least two full years' dividends shall be due and unpaid; or (ii) if at any time holders of any Preferred Shares are entitled under the 1940 Act to elect a number majority of votes per share the Trustees of Series A Junior Participating the Trust. Upon the termination of a Voting Period, the voting rights described in this paragraph (b) of Section 6 shall cease, subject always, however, to the revesting of such voting rights in the holders of Preferred Stock Shares, including each Series, upon the further occurrence of any of the events described in this paragraph (b) of Section 6. (c) As soon as is specified practicable after the accrual of any right of the holders of Preferred Shares, including each Series, to elect additional Trustees as described in paragraph (Ab) of this Section 3. Until 6, the default in payments of all dividends which permitted Trust shall notify the election of said directors Auction Agent and shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at call a special meeting of such holders. The Trust shall instruct the Auction Agent to mail a notice of such special meeting to such holders called for that purposeand, and notwithstanding any vacancy thereby created other provision of the Bylaws, such meeting shall be held not less than 10 nor more than 30 days after the date of mailing of such notice. If the Trust fails to send such notice to the Auction Agent or if the Auction Agent does not call such a special meeting, it may be filled called by any such holder on like notice. The record date for determining the holders entitled to notice of and to vote at such special meeting shall be the close of business on the fifth Business Day preceding the day on which such notice is mailed. At any such special meeting and at each meeting of holders of Preferred Shares, including each Series, held during a Voting Period at which Trustees are to be elected, such holders. If , voting together as a Class and when such default shall cease to exist, the exclusion the holders of Common Shares and all other securities of the Series A Junior Participating Preferred Stock Trust, shall be divested entitled to elect the number of Trustees prescribed in paragraph (b) of this Section 6 on a one-vote-per-share basis. (d) During the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rightsVoting Period, the terms of office of all persons who may have been elected directors pursuant are Trustees at the time of a special meeting of Holders of ARPS and holders of other Preferred Shares to said special voting rights elect Trustees shall forthwith terminatecontinue, notwithstanding the election at such meeting by such holders of the number of Trustees that they are entitled to elect, and the persons so elected by such holders, together with the two incumbent Trustees elected by such holders and the remaining incumbent Trustees elected by the holders of Common Shares and Preferred Shares, shall constitute the duly elected Trustees of the Trust, notwithstanding the maximum number of directors constituting Trustees set forth in this Declaration. (e) Notwithstanding any other provision in this Declaration, simultaneously with the termination of a Voting Period, the terms of office of the additional Trustees elected by the Holders of ARPS and the holders of other Preferred Shares pursuant to paragraph (b) of this Section 6 shall terminate, the remaining Trustees shall constitute the Trustees of the Trust and the voting rights of such holders to elect additional Trustees pursuant to paragraph (b) of this Section 6 shall cease, subject to the provisions of the last sentence of paragraph (b) of this Section 6. (f) Notwithstanding any other provision in this Declaration, so long as there are any Outstanding Preferred Shares, the Trust will not, without the affirmative Majority Shareholder Vote of the Preferred Shares, voting as a separate Class (i) amend, alter or repeal any of the preferences, rights or powers of the Preferred Shares so as to affect materially and adversely such preferences, rights or powers as defined in Section 6(h) below; (ii) increase the number of Preferred Shares authorized for issuance; (iii) establish or issue any class of shares of beneficial interest of the Trust or any series thereof, including additional Preferred Shares or series thereof, ranking senior to or on a parity with the existing Preferred Shares with respect to the payment of dividends or the distribution of assets, or any securities convertible into, or warrants, options or similar rights to purchase, acquire or receive, such shares of beneficial interest or series thereof ranking senior to or on a parity with the existing Preferred Shares or reclassify any authorized Shares into any Shares ranking senior to or on a parity with the existing Preferred Shares (except that, notwithstanding the foregoing, but subject to the provisions of either Section 3(j) or Section 11 hereof, as applicable, the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to Trustees, without the vote or consent of the holders of the Preferred Shares, may from time to time establish, designate and classify, and the Trust may from time to time issue, additional Preferred Shares and series thereof, including other Series A Junior Participating of ARPS, ranking on a parity with ARPS with respect to the payment of dividends and the distribution of assets upon dissolution, liquidation or termination of the Trust, and may reclassify and/or issue any additional Shares of each Series, subject to continuing compliance by the Trust with 1940 Act ARPS Asset Coverage and ARPS Basic Maintenance Amount requirements); (iv) institute any proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Trust or a substantial part of its property, or make any assignment for the benefit of creditors, or, except as may be required by applicable law, admit in writing its inability to pay its debts generally as they become due or take any trust action in furtherance of any such action; (v) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any material lien, mortgage, pledge, charge, security interest, security agreement, conditional sale or trust receipt or other material encumbrance of any kind upon any of the Trust's assets as a whole, except (A) liens the validity of which are being contested in good faith by appropriate proceedings, (B) liens for taxes that are not then due and payable or that can be paid thereafter without penalty, (C) liens, pledges, charges, security interests, security agreements or other encumbrances arising in connection with any indebtedness senior to ARPS, (D) liens, pledges, charges, security interests, security agreements or other encumbrances arising in connection with any indebtedness excepted under clause (vi) below or as otherwise permitted by the Trust's investment policies and restrictions, (E) liens to secure payment for services rendered including, without limitation, services rendered by the Trust's custodian and the Auction Agent, and (F) liens, pledges, security interests or other encumbrances arising from swap agreements; or (vi) create, authorize, issue, incur or suffer to exist any indebtedness for borrowed money or any direct or indirect guarantee of such indebtedness for borrowed money or any direct or indirect guarantee of such indebtedness, except the Trust may borrow as may be permitted by the Trust's investment policies and restrictions; provided, however, that transfers of assets by the Trust subject to an obligation to repurchase shall not be deemed to be indebtedness for purposes of this provision to the extent that after any such transaction the Trust has Eligible Assets with an aggregate Discounted Value at least equal to the ARPS Basic Maintenance Amount as of the immediately preceding Valuation Date. (g) The affirmative Majority Shareholder Vote of the Outstanding Preferred Stock Shares, including each Series, voting as a separate Class, shall be required to approve any plan of reorganization (as such term is used in this the 1940 Act) adversely affecting such Shares or any action requiring a vote of security holders of the Trust under Section 313(a) of the 1940 Act. In the event a vote of holders of Preferred Shares is required pursuant to the provisions of Section 13(a) of the 1940 Act, the Trust shall, not later than ten Business Days prior to the date on which such vote is to be taken, notify Moody's (if Moody's is then rating ARPS), S&P (if S&P is then rating ARPS) axx xxx Other Rating Agency which is then rating ARPS and which so requires that such vote is to be taken and the nature of the action with respect to which such vote is to be taken and shall, not later than ten Business Days after the date on which such vote is taken, notify Moody's, S&P and any such Other Rating Agency, as applicable, of the results of such vote.

Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation. (B) Except as required by law, by Section 3(C) and by Section 10 hereof, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six five quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with the holders of Common Stock for the election of other directors of the Corporation, the holders of record of the Series A Junior Participating Preferred Stock, voting separately as a class to the exclusion of the holders of Common Stock, shall be entitled at said meeting of stockholders (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A) of this Section 3. Each such additional director shall serve until the next annual meeting of stockholders for the election of directors, or until his successor shall be elected and shall qualify, or until his right to hold such office terminates pursuant to the provisions of this Section 3(C). Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3.

Voting Rights. The holders For so long as this Agreement is in effect, the ------------- Stockholders shall each vote all of shares of Series A Junior Participating Preferred Stock shall have the following voting rights: (A) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote their securities of the stockholders Company, including any securities of the Corporation. (B) Except as required by lawCompany acquired after the date of this Agreement, by Section 3(C) and by Section 10 hereof, holders in favor of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders size of Common Stock as set forth herein) for taking any corporate action. (C) If, at the time of any annual meeting of stockholders for the election of directors, the equivalent of six quarterly dividends (whether or not consecutive) payable on any share or shares of Series A Junior Participating Preferred Stock are in default, the number of directors constituting the Board of Directors of the Corporation shall be increased by two. In addition to voting together with Company (the holders of Common Stock for "Board") and the election of other directors each of the Corporationother Stockholders' designees to the Board, or any committee thereof, as provided below: (a) Two designees to the Board who are selected by holders of at least a majority in interest of the then outstanding Priority Preferred Shares ("Majority Priority Preferred Holders"), which shall be reconstituted to provide for seven (7) members to accommodate such designation initially consisting of the following persons: Xxxxx Xxxxxx, Xxxx Xxxxxxx, Xxxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxx X. Xxxxx, Xxxxxx Van der Meer and Xxxxxx X. Xxxxx; provided, however, that the Board shall be -------- ------- reconstituted to provide for five (5) members no later than December 31, 1999, at which time, the holders members of record the Board shall continue to include at least two (2) designees selected by the Majority Priority Preferred Holders, one of whom shall have relevant industry experience and shall be approved by the Founders which approval shall not be unreasonably withheld. The two designees selected by the Majority Priority Preferred Holders shall have the right to serve on all of the Board's committees; (b) Two designees to the Board who are jointly selected by the Series A Junior Participating Preferred StockHolders and the Series B Holders (initially Xxxxxx Van der Meer and Xxxxx Xxxxxx), voting separately as a class one of whom, following December 31, 1999, shall have relevant industry experience and shall be approved by the Founders which approval shall not be unreasonably withheld. (c) Three (3) designees to the exclusion of Board who are jointly selected by the holders of Common StockFounders (initially Xxxx Xxxxxxx, Xxxxxx X. Xxxxx and Xxxxxx X. Xxxxx) until the Board is reconstituted at five (5) as set forth in subsection 1 (a) above, at which time the Founders shall only be entitled at said meeting of stockholders to designate one (and at each subsequent annual meeting of stockholders), unless all dividends in arrears on the Series A Junior Participating Preferred Stock have been paid or declared and set apart for payment prior thereto, to vote for the election of two directors of the Corporation, the holders of any Series A Junior Participating Preferred Stock being entitled to cast a number of votes per share of Series A Junior Participating Preferred Stock as is specified in paragraph (A1) of this Section 3. Until the default in payments of all dividends which permitted the election of said directors shall cease to exist, any director who shall have been so elected pursuant to the provisions of this Section 3(C) may be removed at any time, without cause, only by the affirmative vote of the holders of the shares of Series A Junior Participating Preferred Stock at the time entitled to cast a majority of the votes entitled to be cast for the election of any such director at a special meeting of such holders called for that purpose, and any vacancy thereby created may be filled by the vote of such holders. If and when such default shall cease to exist, the holders of the Series A Junior Participating Preferred Stock shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like default in payments of dividends. Upon the termination of the foregoing special voting rights, the terms of office of all persons who may have been elected directors pursuant to said special voting rights shall forthwith terminate, and the number of directors constituting the Board of Directors shall be reduced by two. The voting rights granted by this Section 3(C) shall be in addition to any other voting rights granted to the holders of the Series A Junior Participating Preferred Stock in this Section 3Board.