Common use of Limitation of Transactions Clause in Contracts

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ ' rights plan, or the issuance of rights, stock or other property under any stockholders’ ' rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange exchange, reclassification, combination or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) any declaration of a dividend in connection with any stockholders’ stockholder’s rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder’s rights plan, or the redemption or repurchase of rights pursuant thereto, or (vvi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange exchange, reclassification, combination or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vvi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor Debenture Issuer shall have selected an Extension Period as provided in the Declaration Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or stock, (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects pari passu with or junior in interest to the Debentures or (z) make any payment under any guarantees of the Guarantor that rank in all respects pari passu with or junior in interest to this Guarantee (other than, with respect to clauses (x) and (y) above, than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ stockholder’s rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder’s rights plan, or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior in interest to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vvi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) any declaration of a dividend in connection with any stockholders’ stockholder’s rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder’s rights plan, or the redemption or repurchase of rights pursuant thereto, or (vvi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default occurs under the Guarantee or a Declaration Trust Enforcement Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in occurs under the Declaration and written notice of such periodevent has been given to the Company, or any if the Company has exercised its option under the Indenture to defer interest payments and that period or extension thereof, shall have commenced and be of that period is continuing, then the Guarantor Company shall not and shall not permit any Affiliate to not: (xa) declare or pay any dividends or dividend on, make any distributions onrelating to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect relating to, any of the Guarantor’s Company's capital stock or such Affiliate’s any warrants, options or other rights to acquire capital stock (other than payments of dividends but excluding any debt security that is convertible into or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or exchangeable for capital stock); (yb) make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or Company (including any Affiliate Other Debentures) that rank pari passu in all respects on a parity with or junior in interest to the Debentures (other than, or make any payments with respect to clauses any guarantee by the Company of the debt securities of any subsidiary of the Company (xincluding Other Guarantees) and (y) aboveif such guarantee ranks on a parity with or junior in interest to the Debentures in each case, other than: (i) repurchasesdividends or distributions in capital stock (or rights to acquire capital stock) of the Company; (ii) payments under this Guarantee; (iii) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, redemptions or other the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant to a rights agreement; (iv) repurchases or acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or Company in connection with the issuance satisfaction by the Company of capital stock its obligations under any employee benefit plans or any other contractual obligation of the Guarantor Company; or (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (iiv) as a result of any an exchange or conversion of any the Company's capital stock for another class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s Company's capital stock, ; (iiivi) the purchase of fractional interests in shares of the Guarantor’s Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, ; and (ivvii) any declaration repurchases of a dividend capital stock of the Company in connection with the satisfaction by the Company of its obligations pursuant to any stockholders’ rights plan, or acquisitions of businesses made by the issuance Company (which repurchases are made in connection with the satisfaction of rights, stock or other property under any stockholders’ rights plan, or indemnification obligations of the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise sellers of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteebusinesses).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor Debenture Issuer shall have selected an Extension Period as provided in the Declaration Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or stock, (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects pari passu with or junior in interest to the Debentures or (z) make any payment under any guarantees of the Guarantor that rank in all respects pari passu with or junior in interest to this Guarantee (other than, with respect to clauses (x) and (y) above, than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior in interest to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock stock, (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (yii) make any payment of principal of of, or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate (including Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other thanthan (a) dividends or distributions in shares of, with respect or options, warrants, rights to clauses (x) and (y) abovesubscribe for or purchase shares of, (i) repurchases, redemptions or other acquisitions of shares of capital common stock of the Guarantor in connection with Guarantor, (b) any employment contract, benefit plan or other similar arrangement with or for the benefit declaration of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a shareholders' rights plan, or the issuance of capital stock under any such plan in the future, or the redemption or repurchase of the Guarantor (or securities convertible into or exercisable for any such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicablerights pursuant thereto, (iic) payments under this Preferred Securities Guarantee, (d) as a result of any a reclassification of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s 's capital stock, (iiie) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (ivf) any declaration purchases of a dividend in connection with any stockholders’ rights plan, or common stock related to the issuance of rights, common stock or other property rights under any stockholders’ rights planof the Guarantor's benefit or compensation plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (l) there shall have occurred any event of which the Guarantor has actual knowledge that (A) is a Default or Event of Default (each as defined in the Indenture) and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, (2) if the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or the redemption or repurchase of rights pursuant theretoan extension thereof, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock shall have commenced and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee)be continuing.

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing any event that would constitute an Event of Default or a Declaration Event of Default or under the Declaration, then (ba) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s its capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments payment with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures thereto (other than, with respect to clauses (x) and (y) above, than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance (ii) repurchases of capital common stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into pursuant to a contractually binding requirement to buy stock existing prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicableDefault, (iiiii) as a result of any an exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any other class or series of the Guarantor’s capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, ) or (ivv) any declaration purchase of a dividend the Guarantor’s capital stock in connection with the distribution thereof and (b) the Guarantor shall not make any stockholders’ rights planpayment of interest on, or the issuance principal of rights(or premium, stock or other property under any stockholders’ rights planif any, on), or repay, repurchase or redeem, any debt securities or guarantees issued by the redemption Guarantor that rank pari passu with or repurchase of rights pursuant theretojunior to the Debentures; provided, (v) any however, the Guarantor may declare and pay a stock dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee)paid.

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor or payments of dividends from direct or indirect subsidiaries of the Guarantor to their parent corporations, which also shall be direct or indirect subsidiaries of the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, (vi) payments of principal or interest on debt securities or payments of cash dividends or distributions on any capital stock issued by an Affiliate that is not, in whole or in part, a subsidiary of the Guarantor (or any redemptions, repurchases or liquidation payments on such stock or securities), or (vivii) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate of the Guarantor controlled by the Guarantor to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor or a Subsidiary of the Guarantor) or make any guarantee payments with respect to the foregoing foregoing; or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate of the Guarantor controlled by the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any Subsidiary of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor or of such Subsidiary (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary Subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock (or in the case of a Subsidiary of the Guarantor, any class or series of such Subsidiary's capital stock) or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock (or in the case of indebtedness of a Subsidiary of the Guarantor, of any class or series of such Subsidiary's indebtedness for any class or series of such Subsidiary's capital stock), (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock (or the capital stock of a Subsidiary of the Guarantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ ' rights plan, or the issuance of rights, stock or other property under any stockholders’ ' rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Debenture Event of Default or (b) the Guarantor Debenture Issuer shall have selected an Extension Extended Interest Payment Period as provided in the Declaration Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or stock, (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects pari passu with or junior in interest to the Debentures or (z) make any payment under any guarantees of the Guarantor that rank in all respects pari passu with or junior in interest to this Guarantee (other than, with respect to clauses (x) and (y) above, than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension the applicable Extended Interest Payment Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ stockholder’s rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder’s rights plan, or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior in interest to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities -------------------------- remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ ' rights plan, or the issuance of rights, stock or other property under any stockholders’ ' rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if at any time (a1) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default Default, or (b2) the Guarantor Debt Security Issuer shall have selected an Extension Period as provided in the Declaration Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or stock, (y) make any payment of principal of or interest or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects pari passu with or junior in interest to the Debentures Debt Securities or (z) make any payment under any guarantees of the Guarantor that rank in all respects pari passu with or junior in interest to this Guarantee (other than, with respect to clauses (x) and (y) above, than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior in interest to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing any event that would constitute an Event of Default or a Declaration Event an event of Default or default under the Declaration, then (ba) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s its capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments payment with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures thereto (other than, with respect to clauses (x) and (y) above, than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any a reclassification of the Guarantor's capital stock, or the exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any other class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, exchanged or (iv) distribution of rights under any declaration shareholders' rights plan adopted by the Company) and (b) the Guarantor shall not make any payment of a dividend in connection with any stockholders’ rights planinterest on, or the issuance principal of rights(or premium, stock or other property under any stockholders’ rights planif any, on), or repay, repurchase or redeem, any debt securities issued by the redemption Guarantor which rank pari passu with or repurchase of rights junior to the Debentures and the Guarantor shall not make any guarantee payments with respect thereto (other than pursuant theretoto this Preferred Security Guarantee); provided, (v) any however, the Guarantor may declare and pay a stock dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee)paid.

Limitation of Transactions. So long as any Capital Common Securities remain outstanding, if (a) there shall have occurred and be continuing any event that would constitute an Event of Default or a Declaration Event an event of Default or default under the Declaration, then (ba) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s its capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any a reclassification of the Guarantor's capital stock, or the exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any other class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (iv) distributions of rights under any declaration shareholders rights plan adopted by the Guarantor) or make any guarantee payment with respect thereto and (b) the Guarantor shall not make any payment of a dividend in connection with any stockholders’ rights planinterest on, or the issuance principal of rights(or premium, stock or other property under any stockholders’ rights planif any, on), or repay, repurchase or redeem, any debt securities issued by the redemption Guarantor which rank PARI PASSU with or repurchase of rights junior to the Debentures and the Guarantor shall not make any guarantee payments with respect thereto (other than pursuant theretoto the Preferred Security Guarantee); PROVIDED, (v) any HOWEVER, the Guarantor may declare and pay a stock dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee)paid.

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing any event that would constitute an Event of Default or a Declaration Event of Default or under the Declaration, then (ba) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s its capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments payment with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures thereto (other than, with respect to clauses (x) and (y) above, than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance (ii) repurchases of capital common stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into pursuant to a contractually binding requirement to buy stock existing prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicableDefault, (iiiii) as a result of any an exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any other class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s 's capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, ) or (ivv) any declaration purchase of a dividend the Guarantor's capital stock in connection with the distribution thereof and (b) the Guarantor shall not make any stockholders’ rights planpayment of interest on, or the issuance principal of rights(or premium, stock or other property under any stockholders’ rights planif any, on), or repay, repurchase or redeem, any debt securities or guarantees issued by the redemption Guarantor that rank pari passu with or repurchase of rights pursuant theretojunior to the Debentures; provided, (v) any however, the Guarantor may declare and pay a stock dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee)paid.

Limitation of Transactions. So long as any Capital ---------------------------- Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ ' rights plan, or the issuance of rights, stock or other property under any stockholders’ ' rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange or of conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vvi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall will not and shall not permit any Affiliate to (x) declare or pay any dividends dividend on, or make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of its capital stock, and (b) the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) Guarantor will not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) of the Guarantor which rank pari passu with or junior to the Subordinated Notes, if at such time (i) there shall have occurred any Event of Default or (ii) there shall have occurred any Event of Default under the Declaration; provided, that, clause (a) above does not apply to (i) any stock dividends paid by the Guarantor where the dividend stock is the same as that on which the dividend is being paid, (ii) purchases or acquisitions by the Guarantor of shares of its common stock in connection with the satisfaction by the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares its subsidiaries of capital stock of the Guarantor in connection with their respective obligations under any employment contract, benefit plan or other similar arrangement with or plans for the benefit of one or more employeesdirectors, officers, directors agents or consultants, in connection with a employees of the Guarantor's dividend reinvestment or stockholder director, officer, agent or employee stock purchase plan or in connection with plans, (iii) a reclassification of the issuance of Guarantor's capital stock of or the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any one class or series of the Guarantor’s its capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s its capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchangedexchanged for capital stock, (ivv) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of the Guarantor's capital stock or (vi) any declaration by the Guarantor of a dividend in connection with any the implementation or extension of a stockholders’ ' rights plan, or the issuance of rights, stock or other property under any stockholders’ rights such plan (including any such existing plan, ) in the future or the redemption or repurchase of or any such rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu PARI PASSU in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ ' rights plan, or the issuance of rights, stock or other property under any stockholders’ ' rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu PARI PASSU with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange or of conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vvi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vvi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of a Default or a Declaration an Event of Default or (b) the Guarantor Debenture Issuer shall have selected an Extension Period as provided in the Declaration Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or stock, (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects pari passu with or junior in interest to the Debentures or (z) make any payment under any guarantees of the Guarantor that rank in all respects pari passu with or junior in interest to this Guarantee (other than, with respect to clauses (x) and (y) above, than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior in interest to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing any event that would constitute an Event of Default hereunder or a Declaration an Event of Default or under the Declaration, then (ba) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s its capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments payment with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures thereto (other than, with respect to clauses (x) and (y) above, than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any a reclassification of the Guarantor’s capital stock, or the exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any other class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, exchanged or (iv) distribution of rights under any declaration of a dividend in connection with any stockholdersshareholders’ rights planplan adopted by the Company) and (b) the Guarantor shall not make any payment of interest on, or the issuance principal of rights(or premium, stock or other property under any stockholders’ rights planif any, on), or repay, repurchase or redeem, any debt securities issued by the redemption Guarantor which rank pari passu with or repurchase of rights junior to the Debentures and the Guarantor shall not make any guarantee payments with respect thereto (other than pursuant theretoto this Preferred Security Guarantee); provided, (v) any however, the Guarantor may declare and pay a stock dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee)paid.

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing any event that would constitute an Event of Default hereunder or a Declaration an Event of Default or under the Declaration, then (ba) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s its capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments payment with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures thereto (other than, with respect to clauses (x) and (y) above, than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any a reclassification of the Guarantor's capital stock, or the exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any other class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, exchanged or (iv) distribution of rights under any declaration shareholders' rights plan adopted by the Company) and (b) the Guarantor shall not make any payment of a dividend in connection with any stockholders’ rights planinterest on, or the issuance principal of rights(or premium, stock or other property under any stockholders’ rights planif any, on), or repay, repurchase or redeem, any debt securities issued by the redemption Guarantor which rank PARI PASSU with or repurchase of rights junior to the Debentures and the Guarantor shall not make any guarantee payments with respect thereto (other than pursuant theretoto this Preferred Security Guarantee); PROVIDED, (v) any HOWEVER, the Guarantor may declare and pay a stock dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee)paid.

Limitation of Transactions. So long as any Capital Securities remain outstanding, (i) if (a) there shall have occurred and be continuing an Event of Default or (as defined in the Indenture) with respect to the Junior Subordinated Debt Securities, (ii) if there shall have occurred a Declaration Guarantee Event of Default or (biii) the Guarantor shall have selected an Extension during any Extended Interest Payment Period as provided in the Declaration and such periodIndenture, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not not, and shall not permit any Affiliate to subsidiary of the Guarantor to, (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments or the capital stock of dividends or distributions to any of the Guarantor) or make any guarantee payments with respect to the foregoing or ’s subsidiaries, (y) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any Parity Securities or debt securities of the Guarantor or any Affiliate that rank pari passu in all respects junior to the Junior Subordinated Debt Securities or (z) make any guarantee payments on any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks equally with or junior in interest to the Debentures Junior Subordinated Debt Securities (other than, with respect to clauses than (xa) and (y) abovedividends or distributions in the Guarantor’s capital stock, (ib) payments under this Guarantee, (c) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (d) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employeesits directors, officers, directors employees or consultants, and (e) solely in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result case of any exchange or conversion of any class or series of the Guarantor’s capital stock (Subsidiaries, any declaration or any payment of dividends or distributions on the capital stock of a subsidiary of such Subsidiary to the Guarantor) for any class Guarantor or series one of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteeaffiliates).

Limitation of Transactions. So long as any Capital ---------------------------- Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor or payments of dividends from direct or indirect subsidiaries of the Guarantor to their parent corporations, which also shall be direct or indirect subsidiaries of the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ ' rights plan, or the issuance of rights, stock or other property under any stockholders’ ' rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, (vi) payments of principal or interest on debt securities or payments of cash dividends or distributions on any capital stock issued by an Affiliate that is not, in whole or in part, a subsidiary of the Guarantor (or any redemptions, repurchases or liquidation payments on such stock or securities), or (vivii) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock stock, (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (yii) make any payment of principal of of, or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate (including Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other thanthan (a) dividends or distributions in shares of, with respect or options, warrants, rights to clauses (x) and (y) abovesubscribe for or purchase shares of, (i) repurchases, redemptions or other acquisitions of shares of capital common stock of the Guarantor in connection with Guarantor, (b) any employment contract, benefit plan or other similar arrangement with or for the benefit declaration of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any such plan in the future, or the redemption or repurchase of the Guarantor (or securities convertible into or exercisable for any such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicablerights pursuant thereto, (iic) payments under this Capital Securities Guarantee, (d) as a result of any a reclassification of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s 's capital stock, (iiie) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (ivf) any declaration purchases of a dividend in connection with any stockholders’ rights plan, or common stock related to the issuance of rights, common stock or other property rights under any stockholders’ rights planof the Guarantor's benefit or compensation plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (l) there shall have occurred any event of which the Guarantor has actual knowledge that (A) is a Default or Event of Default (each as defined in the Indenture) and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, (2) the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Capital Securities Guarantee or (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or the redemption or repurchase of rights pursuant theretoan extension thereof, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock shall have commenced and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee)be continuing.

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange exchange, reclassification, combination or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).,

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing foregoing, or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu PARI PASSU in all respects with or junior in interest to the Debentures Debt Securities (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu PARI PASSU with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Convertible Preferred Securities remain outstanding, if (ai) the Company has exercised its option to defer interest payments on the Convertible Debentures by extending the interest payment period and such extension shall be continuing, (ii) if there shall have occurred any Event of Default under this Convertible Preferred Securities Guarantee, or (iii) there shall have occurred and be continuing any event that, with the giving of notice or the lapse of time or both, would constitute an Indenture Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuingDefault, then the Guarantor shall has agreed (a) not and shall not permit any Affiliate to (x) declare or pay any dividends on, or distributions onmake a distribution with respect to, or redeem, purchase, acquire, purchase acquire or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s its capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions purchases or other acquisitions of shares of capital common stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of satisfaction by the Guarantor (of its obligations under any employee benefit plans or securities convertible into the satisfaction by the Guarantor of its obligations pursuant to any contract or exercisable for such capital security requiring the Guarantor to purchase shares of common stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any a reclassification of the Guarantor's capital stock or the exchange or conversion of any one class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchangedexchanged (or make any guarantee payments with respect to the foregoing)), and (ivb) not to make any declaration payment of a dividend in connection with interest, principal or premium, if any, on or repay, repurchase or redeem any stockholders’ rights plan, or debt securities of the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as Company that on which the dividend is being paid or ranks pari passu rank PARI PASSU with or junior to such stock the Convertible Debentures (except by conversion into or exchange for shares of its capital stock, and (c) not to make any cash guarantee payments in lieu of fractional shares issued in connection therewith, or with respect to the foregoing (vi) payments under other than pursuant to this Convertible Preferred Securities Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) I repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ ' rights plan, or the issuance of rights, stock or other property under any stockholders’ ' rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor or payments of dividends from direct or indirect subsidiaries of the Guarantor to their parent corporations, which also shall be direct or indirect subsidiaries of the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor or payments of dividends from direct or indirect subsidiaries of the Guarantor to their parent corporations, which also shall be direct or indirect subsidiaries of the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ ' rights plan, or the issuance of rights, stock or other property under any stockholders’ ' rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, (vi) payments of principal or interest on debt securities or payments of cash dividends or distributions on any capital stock issued by an Affiliate that is not, in whole or in part, a subsidiary of the Guarantor (or any redemptions, repurchases or liquidation payments on such stock or securities), or (vivii) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default Default, or a Declaration Event an event of Default default under the Declaration, or (b) if the Guarantor shall have selected has given notice of its selection of an Extension Period as provided in extended interest period with respect to the Declaration Debentures and such period, or any extension thereof, shall have commenced and be is continuing, then then, in each case, (a) the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends dividend on, or distributions onmake any distribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s its capital stock and (other than payments of dividends or distributions to b) the Guarantor) or make any guarantee payments with respect to the foregoing or (y) Guarantor shall not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor or any Affiliate that which rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect Debentures; provided that the foregoing restrictions shall not apply to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicablesuch extended interest period, (ii) as a result of any exchange an exchange, redemption or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewithstock, or (vi) payments by the Guarantor under this Guarantee)Guarantee or under any similar guarantee by the Guarantor with respect to any securities of its subsidiaries, provided the proceeds from the issuance of such securities were used to purchase junior subordinated deferrable interest debentures issued by such subsidiary. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (x) will remain the sole direct or indirect owner of all the outstanding Common Securities and shall not cause or permit the Common Securities to be transferred except to the extent such transfer is permitted under the Declaration, provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities and (y) will use its reasonable efforts to cause the Trust to continue to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures.

Limitation of Transactions. (a) So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing any event that would constitute an Event of Default or a Declaration Event an event of Default or default under the Declaration, then (ba) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s its capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments payment with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures thereto (other than, with respect to clauses (x) and (y) above, than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any an exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any other class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s 's capital stock, or (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, ) and (ivb) the Guarantor shall not make any declaration payment of a dividend in connection with any stockholders’ rights planinterest on, or the issuance principal of rights(or premium, stock or other property under any stockholders’ rights planif any, on), or repay, repurchase or redeem, any debt securities issued by the redemption Guarantor which rank pari passu with or repurchase of rights pursuant theretojunior to the Debentures; provided, (v) any however, the Guarantor may declare and pay a stock dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid paid. (b) So long as any Preferred Securities remain outstanding, if there shall have occurred any event that would constitute an Event of Default or ranks an event of default under the Declaration, then (a) Travelers shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock or make any guarantee payment with respect thereto (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of Travelers in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (ii) as a result of an exchange or conversion of any class or series of Travelers' capital stock for any other class or series of Travelers' capital stock, or (iii) the purchase of fractional interests in shares of Travelers' capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged) and (b) Travelers shall not make any payment of interest on, or principal of (or premium, if any, on), or repay, repurchase or redeem, any debt securities issued by Travelers which rank pari passu with or junior to such the Debentures; provided, however, Travelers may declare and pay a stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee)dividend where the dividend stock is the same stock as that on which the dividend is being paid.

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing any event that would constitute an Event of Default hereunder or a Declaration an Event of Default or under the Declaration, then (ba) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s its capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments payment with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures thereto (other than, with respect to clauses (x) and (y) above, than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any a reclassification of the Guarantor's capital stock, or the exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any other class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, exchanged or (iv) distribution of rights under any declaration shareholders' rights plan adopted by the Company) and (b) the Guarantor shall not make any payment of a dividend in connection with any stockholders’ rights planinterest on, or the issuance principal of rights(or premium, stock or other property under any stockholders’ rights planif any, on), or repay, repurchase or redeem, any debt securities issued by the redemption Guarantor which rank pari passu with or repurchase of rights junior to the Debentures and the Guarantor shall not make any guarantee payments with respect thereto (other than pursuant theretoto this Preferred Security Guarantee); provided, (v) any however, the Guarantor may declare and pay a stock dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee)paid.

Limitation of Transactions. So long as any Capital Securities shares of Preferred Stock remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall will not and shall not permit any Affiliate to (xi) declare or pay any dividends or other distributions on, on its capital stock or (ii) redeem, purchase, acquire, acquire or make a liquidation payment with respect to, to any of its capital stock, if at such time the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments Guarantor shall be in default with respect to its Guarantee Payments; provided that the foregoing provisions shall not prevent or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of restrict the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures from making: (other than, with respect to clauses (xa) and (y) above, (i) repurchasespurchases, redemptions or other acquisitions of shares of its capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with agents or a stock purchase or dividend reinvestment plan, or stockholder stock purchase plan the satisfaction of its obligations pursuant to any contract or in connection with security outstanding, on the issuance of capital stock of date that the Guarantor (defaults with respect to its Guarantee Payments, requiring it to purchase, redeem or securities convertible into or exercisable for such acquire its capital stock; (b) as consideration in an any payment, distribution, redemption, purchase, acquisition transaction entered into prior to the occurrence or declaration of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) dividend described above as a result of any a reclassification of its capital stock, or the exchange or conversion of any all or a portion of one class or series of the Guarantor’s its capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s its capital stock, ; (iiic) the purchase of fractional interests in shares of the Guarantor’s its capital stock pursuant to the conversion or exchange provisions of such its capital stock or the security being converted or exchanged, or in connection with the settlement of stock purchase contracts; (ivd) dividends or distributions paid or made in its capital stock (or rights to acquire its capital stock), or repurchases, redemptions or acquisitions of capital stock in connection with the issuance or exchange of capital stock (or of securities convertible into or exchangeable for shares of its capital stock and distributions in connection with the settlement of stock purchase contracts); and (e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan or the declaration or payment thereunder of a dividend in connection or distribution of or with any stockholders’ respect to rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee)future.

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions either directly, or indirectly through another Affiliate, to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Common Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall will not and shall not permit any Affiliate to (x) declare or pay any dividends dividend on, or make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of its capital stock, and (b) the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) Guarantor will not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) of the Guarantor which rank pari passu with or junior to the Subordinated Notes, if at such time (i) there shall have occurred any Event of Default or (ii) there shall have occurred any Event of Default under the Declaration; provided, that, clause (a) above does not apply to (i) any stock dividends paid by the Guarantor where the dividend stock is the same as that on which the dividend is being paid, (ii) purchases or acquisitions by the Guarantor of shares of its common stock in connection with the satisfaction by the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares its subsidiaries of capital stock of the Guarantor in connection with their respective obligations under any employment contract, benefit plan or other similar arrangement with or plans for the benefit of one or more employeesdirectors, officers, directors agents or consultants, in connection with a employees or the Guarantor's dividend reinvestment or stockholder director, officer, agent or employee stock purchase plan or in connection with plans, (iii) a reclassification of the issuance of Guarantor's capital stock of or the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any one class or series of the Guarantor’s its capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s its capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchangedexchanged for capital stock, (ivv) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of the Guarantor's capital stock or (vi) any declaration by the Guarantor of a dividend in connection with any the implementation or extension of a stockholders’ ' rights plan, or the issuance of rights, stock or other property under any stockholders’ rights such plan (including any such existing plan, ) in the future or the redemption or repurchase of or any such rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Default or Declaration Event of Default or the applicable Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection 16 with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s Ownership Interests or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and or (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock Ownership Interests of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend or distribution reinvestment or stockholder stock Ownership Interest purchase plan or in connection with the issuance of capital stock Ownership Interests of the Guarantor (or securities convertible into or exercisable for such capital stockOwnership Interests) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or applicable Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock Ownership Interests (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock Ownership Interests or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stockOwnership Interests, (iii) the purchase of fractional interests in shares or units of the Guarantor’s capital stock Ownership Interests pursuant to the conversion or exchange provisions of such capital stock Ownership Interest or the security being converted or exchanged, (iv) any declaration of a dividend or distribution in connection with any stockholders’ Ownership Interest holder’s rights plan, or the issuance of rights, stock Ownership Interests or other property under any stockholders’ Ownership Interest holder’s rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend or distribution in the form of stockOwnership Interests, warrants, options or other rights where the dividend stock Ownership Interest or the stock Ownership Interests issuable upon exercise of such warrants, options or other rights is the same stock Ownership Interest as that on which the dividend or distribution is being paid or ranks pari passu with or junior to such stock Ownership Interest and any cash payments in lieu of fractional shares or units issued in connection therewith, or (vi) payments under the this Guarantee).

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (ai) the Guarantor has exercised its option to defer interest payments on the Debentures and such deferral is continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or any event of default under the Declaration or (iii) there shall have occurred and be continuing any event that, with the giving of notice or the lapse of time or both, would constitute an Event event of Default or a Declaration Event of Default or default under the Indenture, then (ba) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends on, or make distributions onwith respect to, or redeem, purchase, purchase or acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s its capital stock (other than payments (A)(i) purchases or acquisitions of shares of the Guarantor's capital stock (or capital stock equivalents) in connection with the satisfaction by the Guarantor of its obligations under any officers, directors or employee benefit plans existing on the date hereof (or any options or other instruments issued thereunder) or the satisfaction by the Guarantor of its obligations pursuant to any contract or security requiring the Guarantor to purchase shares of the Guarantor's capital stock (or capital stock equivalents), (ii) purchases of shares of the Guarantor's capital stock (or capital stock equivalents) from officers, directors or employees of the Guarantor or its subsidiaries pursuant to employment agreements existing on the date hereof or upon termination of employment or retirement, (iii) as a result of a reclassification, combination or subdivision of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (iv) dividends or distributions of shares of common stock on common stock, (v) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the Guarantorconversion or exchange provisions of such capital stock or any security being converted or exchanged into such capital stock, (vi) purchases or make other acquisitions of common stock in connection with a dividend reinvestment or other similar plan existing on the date hereof, or (vii) any dividend or distribution of capital stock (or capital stock equivalents) in connection with the implementation of a stockholders rights plan existing on the date hereof, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, or (B) guarantee payments made with respect to any of the foregoing or foregoing), (yb) the Guarantor shall not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu PARI PASSU with or junior to such stock the Debentures and (c) the Guarantor shall not make any cash guarantee payments in lieu of fractional shares issued in connection therewithwith respect to the foregoing (other than pursuant hereto or pursuant to the Common Securities Guarantee, the Cash Offer Preferred Securities or (vi) payments under this the Cash Offer Common Securities Guarantee).

Limitation of Transactions. So long as any Capital Preferred -------------------------- Securities remain outstanding, if (a) there shall have occurred and be continuing an a Guarantee Event of Default or a Declaration Event an event of Default or (b) default under the Declaration, then, prior to the payment of all accrued interest on outstanding Debentures, the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (xa) declare or pay any dividends or distributions on, make a distribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of its capital stock, (b) make any payment of interest, principal or premium, if any, on, or repay, repurchase or redeem, any debt securities issued by the Guarantor’s Guarantor that rank equal with or such Affiliate’s capital stock (other than payments of dividends or distributions junior to the GuarantorDebentures or (c) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other thanthan as set forth in this Preferred Securities Guarantee); provided, with respect however, that the restriction in clause (a) does not apply to clauses (x) and (y) above, (i) repurchases, redemptions purchases or other acquisitions of shares of the Guarantor's capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance satisfaction of its obligations under any employee benefit plans, stock option plans, employee stock purchase plans or direct reinvestment plans as may be in effect from time to time or the satisfaction of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase its capital stock of the Guarantor (other than a contractual obligation ranking equal with or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior junior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicableDebentures), (ii) as a result reclassifications of any the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock, provided that such reclassification, exchange or conversion does not result in a change in the priority vis-a-vis the Preferred Securities of any class or series of the Guarantor’s capital stock (that is being so reclassified or any capital stock that is the subject of a subsidiary of the Guarantor) for any class such exchange or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stockconversion, (iii) the purchase purchases of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being bring converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or stock dividends paid by the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights Guarantor where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with (v) redemptions or junior purchases of any rights pursuant to such stock and purchase rights contained in any cash payments rights agreement as shall be in lieu of fractional shares issued effect from time to time, which purchase rights are substantially similar to those contained in connection therewith, or (vi) payments under this Guarantee)the Guarantor's current rights agreement.

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate of the Guarantor controlled by the Guarantor to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor or a Subsidiary of the Guarantor) or make any guarantee payments with respect to the foregoing or foregoing; (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate of the Guarantor controlled by the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures Debentures; or (z) enter into any contracts with shareholders holding more than 10% of the outstanding shares of common stock of the Company that could require cash payments by the Guarantor to such shareholders, unless the transaction in which such contract or amendment to or modification to such contract relates is entered into on an arm's length basis in the ordinary course of business (it being understood and agreed that for the purpose of this clause (z) a transaction shall be conducted on an arm's length basis if such contract was approved by a committee of the Guarantor's Independent Directors) (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any Subsidiary of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor or of such Subsidiary (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary Subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock (or in the case of a Subsidiary of the Guarantor, any class or series of such Subsidiary's capital stock) or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock (or in the case of indebtedness of a Subsidiary of the Guarantor, of any class or series of such Subsidiary's indebtedness for any class or series of such Subsidiary's capital stock), (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock (or the capital stock of a Subsidiary of the Guarantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ ' rights plan, or the issuance of rights, stock or other property under any stockholders’ ' rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any 12 class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vvi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, thereof shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ ' rights plan, or the issuance of rights, stock or other property under any stockholders’ ' rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ ' rights plan, or the <PAGE> issuance of rights, stock or other property under any stockholders’ ' rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Debentures or Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor Company shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate Subsidiary to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's or such Affiliate’s Subsidiary's capital stock (other than payments of dividends or distributions to the GuarantorCompany or the Guarantor or any Subsidiary thereof) or make any guarantee payments with respect to the foregoing foregoing; or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or the Guarantor or any Affiliate Subsidiary thereof that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company or the Guarantor or any Subsidiary thereof in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor Company or the Guarantor, or of such Subsidiary, as the case may be (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or selection of an Extension PeriodPeriod by the Company, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Company's or the Guarantor’s 's capital stock (or any capital stock of a subsidiary Subsidiary of the Company or the Guarantor) for any class or series of the Company's or the Guarantor’s 's capital stock stock, as the case may be (or in the case of a Subsidiary of the Company or Guarantor, any class or series of such Subsidiary's capital stock), or of any class or series of the Company's or the Guarantor’s 's indebtedness for any class or series of the Company or the Guarantor’s 's capital stock, as the case may be (or in the case of indebtedness of a Subsidiary of the Company or Guarantor, of any class or series of such Subsidiary's indebtedness for any class or series of such Subsidiary's capital stock), (iii) the purchase of fractional interests in shares of the Company's or the Guarantor’s 's capital stock (or the capital stock of a Subsidiary of the Guarantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ ' rights plan, or the issuance of rights, stock or other property under any stockholders’ ' rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate of the Guarantor controlled by the Guarantor to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor or a Subsidiary of the Guarantor) or make any guarantee payments with respect to the foregoing or foregoing; (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate of the Guarantor controlled by the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures Debentures; or (z) enter into, amend or modify any contract with a shareholder that directly or indirectly beneficially owns (as determined under Rule 13d-3 of the Exchange Act and which shall include securities beneficially owned by (i) all controlled Affiliates of such shareholder and (ii) all other Persons with whom such shareholder would constitute a “group” within the meaning of Section 13(d) of the Exchange Act and the rules promulgated thereunder) more than 10% of the outstanding shares of common stock of the Guarantor (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any Subsidiary of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor or of such Subsidiary (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary Subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock (or in the case of a Subsidiary of the Guarantor, any class or series of such Subsidiary’s capital stock) or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock (or in the case of indebtedness of a Subsidiary of the Guarantor, of any class or series of such Subsidiary’s indebtedness for any class or series of such Subsidiary’s capital stock), (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock (or the capital stock of a Subsidiary of the Guarantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange or of conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vvi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or ---- ----- junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Default or Declaration Event of Default or the applicable Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor or payments of dividends from direct or indirect subsidiaries of the Guarantor to their parent corporations, which also shall be direct or indirect subsidiaries of the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder shareholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholdersshareholders’ rights plan, or the issuance of rights, stock or other property under any stockholdersshareholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, (vi) payments of principal or interest on debt securities or payments of cash dividends or distributions on any capital stock issued by an Affiliate that is not, in whole or in part, a subsidiary of the Guarantor (or any redemptions, repurchases or liquidation payments on such stock or securities) or (vivii) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vvi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as 3$ that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor or payments of dividends from direct or indirect subsidiaries of the Guarantor to their parent corporations, which also shall be direct or indirect subsidiaries of the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (ai) the Guarantor has executed its option to defer interest payments on the Debentures by extending the interest payment period and such extension shall be continuing, (ii) there shall have occurred and be continuing any event of default under this Preferred Securities Guarantee or (iii) any event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default or a Declaration Event of Default or (b) under the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuingIndenture, then the Guarantor shall not and shall not permit any Affiliate to (xa) declare or pay any dividends on, or distributions onmake a distribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s its capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions purchases or other acquisitions of shares of capital common stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of satisfaction by the Guarantor (of its obligations under any employee benefit plans or securities convertible into the satisfaction by the Guarantor of its obligations pursuant to any contract or exercisable for such capital security requiring the Guarantor to purchase shares of common stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any a reclassification of the Guarantor's capital stock or the exchange or conversion of any one class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), (ivb) make any declaration payment of a dividend in connection with any stockholders’ rights planinterest, principal or premium, if any, on or repay, repurchase or redeem debt securities of the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, Guarantor (vincluding guarantees) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks rank pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, the Debentures or (vic) make any guarantee payments under with respect to the foregoing (other than pursuant to this Preferred Securities Guarantee and the Common Securities Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing foregoing, or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures Debt Securities (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an a Guarantee Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuingTrust Enforcement Event, then the Guarantor shall not not, and shall not permit any Affiliate subsidiary of the Guarantor, to (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (yii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior to the Debentures (other than, with respect to clauses than (x) and (y) above, (ia) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, or in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicableplan, (iib) as a result of any an exchange or conversion of any class or series of the Guarantor’s Company's capital stock (or any capital stock of a subsidiary of the GuarantorCompany) for any class or series of the Guarantor’s Company's capital stock or of any class or series of the Guarantor’s Company's indebtedness for any class or series of the Guarantor’s Company's capital stock, (iiic) the purchase of fractional interests in shares of the Guarantor’s Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivd) any declaration of a dividend in connection with any stockholders’ stockholder's rights planplans, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (ve) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid (or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Trust Preferred Securities remain outstanding, if (a) there shall have occurred and a Guarantee Event of Default or an Event of Default, or an event that, with the giving of notice or the lapse of time, or both, would be continuing a Guarantee Event of Default or an Event of Default or a Declaration Event then, prior to the payment of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such periodall accrued interest on outstanding Debentures, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or which includes common and preferred stock), (yii) make any payment of principal of or principal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities of the Guarantor or (including any Affiliate Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Debentures or (other than, iii) make any guarantee pay- ments with respect to clauses any of the foregoing (xother than (a) and (y) abovedividends or distributions in shares of, (i) repurchasesor options, redemptions warrants, rights to subscribe for or other acquisitions of purchase shares of capital of, common stock of the Guarantor in connection with Guarantor, (b) any employment contract, benefit plan or other similar arrangement with or for the benefit declaration of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any such plan in the future, or the redemption or repurchase of the Guarantor (or securities convertible into or exercisable for any such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicablerights pursuant thereto, (iic) as payments under the Trust Preferred Securities Guarantee, (d) the purchase of fractional shares resulting from a result of any exchange or conversion of any class or series reclassification of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s 's capital stock, (iiie) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, exchanged and (ivf) any declaration purchases of a dividend in connection with any stockholders’ rights plan, or common stock related to the issuance of rights, common stock or other property rights under any stockholders’ rights planof the Guarantor's benefit plans for its directors, officers or employees or any of the redemption or repurchase of rights pursuant thereto, (v) any Guarantor's dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteereinvestment plans).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor or payments of dividends from direct or indirect subsidiaries of the Guarantor to their parent corporations, which also shall be direct or indirect subsidiaries of the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ stockholder’s rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder’s rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long If (i) the Company shall exercise its right to defer payment of interest as any Capital Securities remain outstandingprovided in Section 4.1 and the Extended Interest Payment Period is continuing, if or (aii) there shall have occurred and be continuing an any Event of Default Default, as defined in the Indenture, or a Declaration (iii) there shall have occurred any Event of Default or Default, as defined in the Preferred Securities Guarantee, then (ba) neither the Company nor the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s its capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures thereto (other than, with respect to clauses than (x) and (y) above, (i1) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or Company in connection with the issuance satisfaction by the Company of capital stock its obligations under any employee benefit plans or any other contractual obligation of the Guarantor Company (other than a contractual obligation ranking pari passu with or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior junior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicableDebentures), (ii2) as a result of any a reclassification of the Company's or the Guarantor's capital stock or the exchange or conversion of any one class or series of the Company's or the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor’s capital stock Company's or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s 's capital stock, (iii3) the purchase of fractional interests in shares of the Company's or the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, exchanged or (iv4) any declaration dividends or distributions made on the capital stock of a dividend in connection with any stockholders’ rights plan, the Company or the issuance of rights, Guarantor or rights to acquire that capital stock or other property under any stockholders’ rights plan, with the Company's or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend Guarantor's capital stock or the stock issuable upon exercise rights to acquire that capital stock), (b)the Company and the Guarantor shall not make any payment of such warrantsinterest, options principal or other rights is premium, if any, on, or repay, repurchase or redeem any debt securities issued by the same stock as Company or the Guarantor that on which the dividend is being paid or ranks rank pari passu with or junior to such stock the Debentures and (c) the Company and the Guarantor shall not make any cash guarantee payments in lieu of fractional shares issued in connection therewith, with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee or (vi) payments under this the Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an a Guarantee Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuingTrust Enforcement Event, then the Guarantor shall not not, and shall not permit any Affiliate subsidiary of the Guarantor, to (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (yii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior to the Debentures (other than, with respect to clauses than (x) and (y) above, (ia) repurchases, 19 15 redemptions or other acquisitions of shares of capital stock of the Guarantor Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, consultants or in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicableplan, (iib) as a result of any an exchange or conversion of any class or series of the Guarantor’s Company's capital stock (or any capital stock of a subsidiary of the GuarantorCompany) for any class or series of the Guarantor’s Company's capital stock or of any class or of series of the Guarantor’s Company's indebtedness for any class or series of the Guarantor’s Company's capital stock, (iiic) the purchase of fractional interests in shares of the Guarantor’s Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivd) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (ve) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid (or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange or of conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vvi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).. ---- -----

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange or of conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vvi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).. ---- -----

Limitation of Transactions. So long as any Capital -------------------------- Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ ' rights plan, or the issuance of rights, stock or other property under any stockholders’ ' rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari pan passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange exchange, reclassification, combination or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vvi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari purl passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange or of conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class 178 or series of the Guarantor’s 's capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vvi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions acquisition of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ stockholder’s rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder’s rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long If with respect to any series of Securities (i) the Company shall exercise its right to defer payments of interest thereon as any Capital Securities remain outstanding, if provided in Section 13.1 or (aii) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or any Default, then (ba) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor Company shall not and shall not permit any Affiliate to (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s its capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments payment with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures thereto (other than, with respect to clauses (x) and (y) above, than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance (ii) repurchases of capital shares of common stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into Citigroup pursuant to a contractually binding requirement to buy stock existing prior to the occurrence commencement of the Event of Defaultextension period, Declaration Event of Default or Extension Period, as applicable, including under a contractually binding stock repurchase plan (iiiii) as a result of any an exchange or conversion of any class or series of the Guarantor’s Company's capital stock (or any capital stock of a subsidiary of the Guarantor) for any other class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s Company's capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), or (ivv) any declaration purchase of a dividend Citigroup's capital stock in connection with the distribution thereof); and (b) except for any stockholders’ rights planpartial payments of Deferred Interest that may be made pursuant to Section 13.5(d), the Company shall not make any payment of interest on, principal of or premium, if any, on, or repay, repurchase or redeem, any debt securities or guarantees issued by the issuance Company that rank pari passu with or junior to the Securities of rightssuch series (including the Securities of any other series), provided, however, the Company may declare and pay a stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu paid. If any Extended Interest Payment Period lasts longer than one year, unless required to do so by the Federal Reserve and subject to the exceptions listed in clauses (a) and (b) of this Section 13.3, the Company will not repurchase any of its common stock for a one-year period following the payment of all Deferred Interest with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee)the New Equity Amount.

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange exchange, reclassification, combination or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, - 12 - (iiiiv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vvi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Trust Preferred Securities remain outstanding, if (a) there shall for any distribution period, full distributions on a cumulative basis on any Trust Preferred Securities have occurred not been paid or declared and be continuing set apart for payment, (b) an Investment Event of Default or a Declaration Event by any Investment Affiliate in respect of Default any Affiliate Investment Instrument has occurred and is continuing and the Company is in default of its obligations with respect thereto under an applicable Investment Guarantee, or (bc) the Guarantor shall have selected an Extension Period as provided Company is in default of its obligations under this Trust Guarantee, the Declaration and Trust Common Securities Guarantee or the Partnership Guarantee, then, during such period, or any extension thereof, shall have commenced and be continuing, then period (i) the Guarantor Company shall not and shall not permit any Affiliate to (x) declare or pay any dividends or on, make any distributions onwith respect to, or redeem, purchase, purchase or acquire, or make a liquidation payment with respect to, to any of the Guarantor’s or such Affiliate’s its capital stock (other than payments of except for dividends or distributions in shares of, or options, warrants or rights to the Guarantor) subscribe for or make any guarantee payments with respect to the foregoing purchase shares of, its common stock and exchanges or (y) make any payment conversions of principal common stock of or interest or premium, if any, on or repay, repurchase or redeem any debt securities one class for common stock of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (another class and other than, with respect to clauses than (x) and (y) above, (i) repurchases, redemptions purchases or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or its Common Stock in connection with the issuance satisfaction by the Company of capital its obligations under any employee benefit, dividend reinvestment, stock purchase or other stock plans or any other contractual obligation of the Guarantor Company (other than a contractual obligation ranking pari passu with or securities convertible into or exercisable for such capital stock) as consideration in junior to an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicableAffiliate Investment Instrument), (iiy) as a result of any a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Guarantor’s Company's capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor’s Company's capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iiiz) the purchase of fractional interests in shares of the Guarantor’s Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), (ivii) the Company shall not make any declaration payment or cause any payment to be made that would result in, and shall take such action as shall be necessary to prevent, the payment of a dividend in connection any dividends on, any distribution with respect to, any stockholders’ rights planredemption, purchase or other acquisition of, or any liquidation payment with respect to, any Comparable Equity Interest, and (iii) the issuance of rights, stock Company shall not make any guarantee payments with respect to the foregoing (other than pursuant to this Trust Guarantee or any other property under guarantee by the Company with respect to any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this GuaranteeComparable Equity Interest).

Limitation of Transactions. So long as any Capital Trust-Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or there shall have occurred and be continuing a Declaration Event of Default default applicable to the Trust or CBC under the Debenture Documents (a “CBC Default”) or (b) CBC or the Guarantor Trust shall have selected an extension of any payment obligation under any Debenture Document (each, an “Extension Period as provided in the Declaration Period”) and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing foregoing; provided, however, that a dividend distribution in the form of capital stock of a subsidiary of the Guarantor paid on or with respect to the capital stock of the Guarantor is permitted if the subsidiary becomes a co-guarantor with the Guarantor under the Guarantee Agreement prior to such dividend distribution or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of CBC Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor Debenture Issuer shall have selected an Extension Period as provided in the Declaration Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s capital stock, (y) vote in favor of or such Affiliate’s capital stock permit or otherwise allow any of its Subsidiaries (other than payments of as defined in the Indenture) to declare or pay any dividends or distributions to the Guarantor) on, or redeem, purchase, acquire or make any guarantee payments a liquidation payment with respect to or otherwise retire, any of such Subsidiary’s equity interests entitling the foregoing holders thereof to a stated rate of return other than dividends or distributions on equity interests payable to the Guarantor or any Subsidiary thereof (for the avoidance of doubt, whether such equity interests are perpetual or otherwise), or (yz) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects pari passu with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with (A) any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, in connection with (B) a dividend reinvestment or stockholder stock purchase plan or in connection with (C) the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ stockholder’s rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder’s rights plan, or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior in interest to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long If (i) Maker shall exercise its right to defer payment of interest as any Capital Securities remain outstanding, if provided in Section 2.1 and such Extended Interest Payment Period is continuing or (aii) there shall have occurred and be continuing an any Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuingDefault, then the Guarantor (a) Maker shall not and shall not permit any Affiliate to (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s its capital stock (other than payments (i) purchases or acquisitions of dividends shares of its common stock in connection with the satisfaction by Maker of its obligations under any employee benefit plans, (ii) as a result of a reclassification of its capital stock or distributions the exchange or conversion of one class or series of Maker capital stock for another class or series of its capital stock or (iii) the purchase of fractional interests in shares of its capital stock pursuant to an acquisition or the Guarantorconversion or exchange provisions of such capital stock or security being converted or exchanged) or make any guarantee payments payment with respect to the foregoing or thereto and (yb) Maker shall not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that (including guarantees) issued by Maker which rank pari passu in all respects with or junior in interest subordinate to this Note. Notwithstanding the Debentures (other thanforegoing, with respect the provisions of this Section 2.3 shall not apply to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result repurchase of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the GuarantorMaker’s capital stock pursuant to (i) that certain Call Agreement, dated June 13, 2003 by and between Maker and the conversion or exchange provisions of such capital stock or the security being converted or exchangedNationsRent Unsecured Creditor’s Liquidating Trust, (ivii) any declaration that certain Stockholders’ Agreement, dated as of a dividend in connection with any stockholders’ rights planJune 13, or 2003, by and between Maker and the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewithstockholders named therein, or (viiii) payments under this Guarantee)any similar or successor agreements to which Maker is a party.

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures Debt Securities (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange exchange, reclassification, combination or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) any declaration of a dividend in connection with any stockholders’ stockholder’s rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder’s rights plan, or the redemption or repurchase of rights pursuant thereto, or (vvi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (ai) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period and such extension shall be continuing, (ii) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing any event that, with the giving of notice, would constitute an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided defined in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, Declaration) then the Guarantor (a) shall not and shall not permit any Affiliate to (x) declare or pay any dividends or dividend on, make distributions onwith respect to, or redeem, purchase, purchase or acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s its capital stock (other than payments (i) purchases or acquisitions of shares of its common stock in connection with the satisfaction by the Guarantor or any of its subsidiaries of their respective obligations under any benefit plans for directors, officers, agents or employees of the Guarantor's dividend reinvestment or director, officer, agent or employee stock purchase 17 plans, (ii) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of its capital stock for another class or series of its capital stock, (iii) the purchase of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of such capital stock or security being converted or exchanged for capital stock, (iv) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of its capital stock of the Guarantor) or make any guarantee payments with respect to the foregoing Guarantor or (yv) any declaration of a dividend in connection with the implementation or extension of a stockholders' rights plan, or the issuance of stock under any such plan (including any such existing plan) in the future or the redemption or repurchase or any such rights pursuant thereto), (b) shall not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor which rank pari passu with or junior to the Debentures and (c) the Guarantor shall not make any guarantee payments with respect to any guarantee by the Guarantor of any securities of any subsidiary of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for if such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or guarantee ranks pari passu with or junior in right of payment to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee)the Debentures.

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as a consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange or of conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) any declaration of a dividend in connection with any stockholders’ stockholder’s rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder’s rights plan, or the redemption or repurchase of rights pursuant thereto, or (vvi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor or any direct or indirect subsidiary of the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any -------------------------- Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ ' rights plan, or the issuance of rights, stock or other property under any stockholders’ ' rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Trust Preferred Securities remain outstanding, if (a) there shall for any distribution period, full distributions on a cumulative basis on any Trust Preferred Securities have occurred not been paid or declared and be continuing set apart for payment, (b) an Investment Event of Default or a Declaration Event by any Investment Affiliate in respect of Default any Affiliate Investment Instrument has occurred and is continuing and the Company is in default of its obligations with respect thereto under an applicable Investment Guarantee, or (bc) the Guarantor shall have selected an Extension Period as provided Company is in default of its obligations under this Trust Guarantee or the Declaration and such period, or any extension thereof, shall have commenced and be continuingTrust Common Securities Guarantee, then during such period (i) the Guarantor Company shall not and shall not permit any Affiliate to (x) declare or pay any dividends or on, make any distributions onwith respect to, or redeem, purchase, purchase or acquire, or make a liquidation payment with respect to, to any of the Guarantor’s or such Affiliate’s its capital stock (other than payments of except for dividends or distributions in shares of, or options, warrants or rights to the Guarantor) subscribe for or make any guarantee payments with respect to the foregoing purchase shares of, its common stock and exchanges or (y) make any payment conversions of principal common stock of or interest or premium, if any, on or repay, repurchase or redeem any debt securities one class for common stock of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (another class and other than, with respect to clauses than (x) and (y) above, (i) repurchases, redemptions purchases or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or its Common Stock in connection with the issuance satisfaction by the Company of capital its obligations under any employee benefit, dividend reinvestment, stock purchase or other stock plans or any other contractual obligation of the Guarantor Company (other than a contractual obligation ranking pari passu with or securities convertible into or exercisable for such capital stock) as consideration in junior to an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicableAffiliate Investment Instrument), (iiy) as a result of any a reclassification of the Company’s capital stock or the exchange or conversion of any one class or series of the GuarantorCompany’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the GuarantorCompany’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iiiz) the purchase of fractional interests in shares of the GuarantorCompany’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), (ivii) the Company shall not make any declaration payment or cause any payment to be made that would result in, and shall take such action as shall be necessary to prevent, the payment of a dividend in connection any dividends on, any distribution with respect to, any stockholders’ rights planredemption, purchase or other acquisition of, or any liquidation payment with respect to, any Comparable Equity Interest, and (iii) the issuance of rights, stock Company shall not make any guarantee payments with respect to the foregoing (other than pursuant to this Trust Guarantee or any other property under guarantee by the Company with respect to any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this GuaranteeComparable Equity Interest).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (ai) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder, (ii) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (biii) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then (a) the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or rights to acquire such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions purchases or other acquisitions of shares of the Guarantor's capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder rights to acquire such capital stock purchase plan or in connection with the issuance of capital stock of satisfaction by the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicableits obligations under any employee benefit plans, (ii) as a result of any a reclassification of the Guarantor's capital stock or rights to acquire such capital stock or the exchange or conversion of any one class or series of the Guarantor’s 's capital stock (or any rights to acquire such capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor’s 's capital stock or of rights to acquire any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital such stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends and distributions made on the Guarantor's capital stock or rights to acquire such capital stock with the Guarantor's capital stock or rights to acquire such capital stock, or (v) any declaration of a dividend in connection with any stockholders’ the implementation of a shareholder rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plansuch plan in the future, or the redemption or repurchase of any such rights pursuant thereto), or make any guarantee payments (vother than payments under this Capital Securities Guarantee and the Common Securities Guarantee) with respect to the foregoing and (b) the Guarantor shall not make any dividend in payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on Guarantor which the dividend is being paid or ranks rank pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee)the Debentures.

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor Holdings shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall Guarantors may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s Guarantors' capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate Guarantors that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor Guarantors (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor Guarantors (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange or conversion of any class or series of the Guarantor’s Guarantors' capital stock (or any capital stock of a subsidiary of the GuarantorGuarantors) for any class or series of the Guarantor’s Guarantors' capital stock or of any class or series of the Guarantor’s Guarantors' indebtedness for any class or series of the Guarantor’s Guarantors' capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s Guarantors' capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vvi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor or payments of dividends or distributions from direct or indirect subsidiaries of the Guarantor to their parent corporations, which also shall be direct or indirect subsidiaries of the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, (vi) payments of principal or interest on debt securities or payments of cash dividends or distributions on any capital stock issued by an Affiliate that is not, in whole or in part, a subsidiary of the Guarantor (or any redemptions, repurchases or liquidation payments on such stock or securities) or any dividends or distributions needed to maintain the qualification of any Subsidiary as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended, or any successors thereto (the “Code”), or (vivii) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or 200 repurchase of rights pursuant thereto, or (vvi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate (including Other Debentures) that rank pari passu in all respects with or junior in interest to the Debentures or (other than, iii) make any guarantee payments with respect to clauses any guarantee by the Company of the debt securities of any subsidiary of the Company (xincluding Other Guarantees) and if such guarantee ranks pari passu with or junior in right of payment to the Debentures (y) above, other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Default or Declaration Event of Default or the applicable Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Default or Declaration Event of Default or the applicable Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ stockholder’s rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder’s rights plan, or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event an event of Default or default under the Declaration, then (ba) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions dividend on, make any distribution with respect to, or redeem, purchase, purchase or acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s its capital stock (other than payments (i) repurchases or acquisitions of dividends the Guarantor's common shares as contemplated by any employment arrangement, benefit plan or distributions other similar contract with or for the benefit of employees, officers or directors entered into in the ordinary course of business, (ii) as a result of an exchange or conversion of any class or series of the Guarantor's capital stock for the Guarantor's common shares, provided that such class or series of the Guarantor's capital stock was outstanding prior to the occurrence of such Event of Default, (iii) the purchase of fractional interests in shares of the Guarantor) or make any guarantee payments with respect 's capital stock pursuant to the foregoing conversion or exchange provisions of such Guarantor capital stock or the security being converted or exchanged, provided that such Guarantor capital stock or security was outstanding prior to the occurrence of such Event of Default, or (yiv) the payment of any stock dividend where the dividend is paid in the form of the same stock as that on which the dividend is paid), (b) the Guarantor shall not directly or indirectly, and shall not allow any of its Subsidiaries to, make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock the Debentures, and any cash (c) the Guarantor shall not make guarantee payments in lieu of fractional shares issued in connection therewith, or with respect to the foregoing (vi) payments under other than pursuant to this GuaranteeCapital Securities Guarantee Agreement).

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall will not and shall not permit any Affiliate to (x) declare or pay any dividends dividend on, or make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of its capital stock, and (b) the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) Guarantor will not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) of the Guarantor which rank pari passu with or junior to the Subordinated Notes, if at such time (i) there shall have occurred any Event of Default or (ii) there shall have occurred any Event of Default under the Declaration; provided, that, clause (a) above does not apply (i) any stock dividends paid by the Guarantor where the dividend stock is the same as that on which the dividend is being paid, (ii) purchases or acquisitions by the Guarantor of shares of its common stock in connection with the satisfaction by the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares its subsidiaries of capital stock of the Guarantor in connection with their respective obligations under any employment contract, benefit plan or other similar arrangement with or plans for the benefit of one or more employeesdirectors, officers, directors agents or consultants, in connection with a employees or the Guarantor's dividend reinvestment or stockholder director, officer, agent or employee stock purchase plan or in connection with plans, (iii) a reclassification of the issuance of Guarantor's capital stock of or the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any one class or series of the Guarantor’s its capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s its capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchangedexchanged for capital stock, (ivv) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of the Guarantor's capital stock or (vi) any declaration by the Guarantor of a dividend in connection with any the implementation or extension of a stockholders’ ' rights plan, or the issuance of rights, stock or other property under any stockholders’ rights such plan (including any such existing plan, ) in the future or the redemption or repurchase of or any such rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any reclassification, exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or pursuant to a merger, consolidation or other business combination, (iv) any declaration of a dividend in connection with any stockholders’ ' rights plan, or the issuance of rights, stock or other property under any stockholders’ ' rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Partnership Preferred Securities remain outstanding, if (a) there shall for any distribution period, full distributions on a cumulative basis on any Partnership Preferred Securities have occurred not been paid or declared and be continuing set apart for payment (b) an Investment Event of Default or a Declaration Event by any Investment Affiliate in respect of Default any Affiliate Investment Instrument has occurred and is continuing and the Guarantor has not performed its obligations with respect thereto under an applicable Investment Guarantee or (bc) the Guarantor shall have selected an Extension Period as provided be in default with respect to its payment obligations under this Partnership Guarantee, the Declaration and Trust Preferred Securities Guarantee or the Trust Common Securities Guarantee then, during such period, or any extension thereof, shall have commenced and be continuing, then period (i) the Guarantor Company shall not and shall not permit any Affiliate to (x) declare or pay any dividends or on, make distributions onwith respect to, or redeem, purchase, purchase or acquire, or make a liquidation payment with respect to, to any of the Guarantor’s or such Affiliate’s its capital stock (other than payments of except for dividends or distributions to the Guarantor) in shares of its common stock and exchanges or make any guarantee payments with respect to the foregoing or (y) make any payment conversions of principal common stock of or interest or premium, if any, on or repay, repurchase or redeem any debt securities one class for common stock of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (another class and other than, with respect to clauses than (x) and (y) above, (i) repurchases, redemptions purchases or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or its Common Stock in connection with the issuance satisfaction by the Company of capital stock its obligations under any employee benefit plans or any other contractual obligation of the Guarantor Company (other than a contractual obligation ranking pari passu with or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior junior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicableany Affiliate Investment Instrument), (iiy) as a result of any a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Guarantor’s Company's capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor’s Company's capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iiiz) the purchase of fractional interests in shares of the Guarantor’s Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), (ivii) the Company shall not make any declaration payment or cause any payment to be made that would result in and shall take such action as shall be necessary to prevent, the payment of a dividend in connection dividends on, any distribution with respect to, any stockholders’ rights planredemption, purchase or other acquisition of, or any liquidation payment with respect to, any Comparable Equity Interest, and (iii) the issuance of rights, stock Company shall not make any guarantee payments with respect to the foregoing (other than pursuant to this Partnership Guarantee or any other property under guarantee by the Company with respect to any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this GuaranteeComparable Equity Interest).

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor Debenture Issuer shall have selected an Extension Period as provided in the Declaration Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not may not, and shall not permit allow any Affiliate to Subsidiary (as defined in the Indenture) to, (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliateany of the Subsidiary’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing such capital stock, or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with (A) any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, in connection with (B) a dividend reinvestment or stockholder stock purchase plan or in connection with (C) the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ stockholder’s rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder’s rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior in interest to such stock and any cash stock), (vi) payments in lieu of fractional shares issued in connection therewithdividends or distributions to the Guarantor or payments of dividends from direct or indirect subsidiaries of the Guarantor to their parent corporation, which also shall be direct or indirect subsidiaries of the Guarantor; or (vivii) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration an Event of Default or under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (ba) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions onmake any distribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s its capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions purchases or other acquisitions of shares of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employment contract, employee or agent benefit plan plans or other similar arrangement with the satisfaction by the Guarantor of its obligations pursuant to any contract or for security outstanding on the benefit date of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock such event requiring the Guarantor to purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicableGuarantor, (ii) as a result of any a reclassification of the Guarantor's capital stock or the exchange or conversion of any one class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan and the declaration of a dividend of rights in connection the future), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank junior to the Debentures (to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt), and (c) the Guarantor shall not make any guarantee payments with any stockholders’ rights plan, respect to the foregoing (other than payments pursuant to the Guarantee or the issuance of rights, stock Common Securities Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or other property to the extent the failure to make any such payment is otherwise authorized under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of agreements governing such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee)guarantee payments.

Limitation of Transactions. So long If (i) the Company shall exercise its right to defer payment of interest as any Capital Securities remain outstandingprovided in Section 4.1 and the Extended Interest Payment Period is continuing, if or (aii) there shall have occurred and be continuing an any Event of Default Default, as defined in the Indenture, or a Declaration (iii) there shall have occurred any Event of Default or Default, as defined in the Preferred Securities Guarantee, then (ba) neither the Company nor the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s its capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures thereto (other than, with respect to clauses than (x) and (y) above, (i1) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employment contract, employee benefit plan plans or any other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock contractual obligation of the Guarantor (other than a contractual obligation ranking pari passu with or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior junior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicableDebentures), (ii2) as a result of any a reclassification of the Company's or the Guarantor's capital stock or the exchange or conversion of any one class or series of the Company's or the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor’s capital stock Company's or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s 's capital stock, (iii3) the purchase of fractional interests in shares of the Company's or the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, exchanged or (iv4) any declaration dividends or distributions made on the capital stock of a dividend in connection with any stockholders’ rights plan, the Company or the issuance of rights, Guarantor or rights to acquire that capital stock or other property under any stockholders’ rights plan, with the Company's or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend Guarantor's capital stock or the stock issuable upon exercise rights to acquire that capital stock), (b)the Company and the Guarantor shall not make any payment of such warrantsinterest, options principal or other rights is premium, if any, on, or repay, repurchase or redeem any debt securities issued by the same stock as Company or the Guarantor that on which the dividend is being paid or ranks rank pari passu with or junior to such stock the Debentures and (c) the Company and the Guarantor shall not make any cash guarantee payments in lieu of fractional shares issued in connection therewith, with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee or (vi) payments under this the Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any AU\4203595.1 dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) ), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange exchange, reclassification, combination or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vvi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall may not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu PARI PASSU in all respects with or junior in interest to the Debentures (other than, with respect to clauses than (xi) and (y) abovepayments under this Guarantee, (iii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors directors, or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or the applicable Extension Period, as applicable, (iiiii) as a result of any exchange or of conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (ivv) any declaration of a dividend in connection with any stockholders’ stockholder's rights plan, or the issuance of rights, stock or other property under any stockholders’ stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vvi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu PARI PASSU with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guaranteestock).