Common use of Limitation on Dividends; Transactions with Affiliates; Covenants as to the Trust Clause in Contracts

Limitation on Dividends; Transactions with Affiliates; Covenants as to the Trust. (a) If at such time (x) there shall have occurred an Event of Default, (y) the Company shall be in default with respect to its payment of any obligations under the Guarantee or (z) the Company shall have given notice of its election to begin a Deferral Period as provided herein and shall not have rescinded such notice, or such Deferral Period shall be continuing, the Company covenants that the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) other than stock dividends which consist of stock of the same class as that on which the dividends are being paid, (ii) make any payment of principal, interest or premium, on or repay or repurchase or redeem any debt securities of the Company that rank pari passu with or junior in interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities (in each case, other than (A) dividends or distributions in Capital Stock, (B) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (C) payments under the Guarantee, (D) purchases or acquisitions of shares of the Capital Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or any other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior in interest to the Securities), (E) as a result of a reclassification of the Company's capital stock or the exchange or conversion of 66 66 one class or series of the Company's capital stock for another class or series of the Company's capital stock or (F) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). (b) The Company also covenants and agrees (i) that it shall directly or indirectly maintain 100% ownership of the Common Securities of the Trust; provided, however, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities and (ii) that it shall use its reasonable efforts, consistent with the terms and provisions of the Declaration, to cause the Trust (x) to remain a statutory business trust, except in connection with the distribution of the Securities to the holders of Trust Securities in liquidation of the Trust, the redemption of all of the Trust Securities of the Trust, or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, and (y) to otherwise continue to be classified as a grantor trust for United States Federal income tax purposes.

Limitation on Dividends; Transactions with Affiliates; Covenants as to the Trust. (a) If at such time The Company covenants that so long as the Securities are Outstanding, if (xi) 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 of Default, (yii) the Company shall be in default with respect to its payment of any obligations under the Guarantee Guarantee, or (ziii) the Company shall have given notice of has exercised its election option to begin a Deferral Period as provided herein defer interest payments on the Securities by extending the interest payment period and shall not have rescinded such noticeperiod, or such Deferral Period any extension thereof, shall be continuing, the Company covenants that then the Company shall not, and shall not allow any of its Subsidiaries (iother than, with respect to clause (x) below only, its wholly-owned Subsidiaries) to, (x) declare or pay any dividends or on, make distributions onwith respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, any of the Company's its capital stock (which includes common and preferred stock) other than stock dividends which consist of stock of the same class as that on which the dividends are being paid, except for (ii) make any payment of principal, interest or premium, on or repay or repurchase or redeem any debt securities of the Company that rank pari passu with or junior in interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities (in each case, other than (Ai) dividends or distributions in Capital shares of Common Stock on Common Stock or on the Preferred Stock, (B) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (C) payments under the Guarantee, (Dii) purchases or acquisitions of shares of the Capital Common Stock made in connection with the satisfaction by the Company of its obligations under any employee benefit plan or any other contractual obligation of the Company (other than or its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases by the Company made from officers or employees of the Company or its subsidiaries pursuant to employment agreements shall be made at a contractual obligation ranking pari passu with or junior price not to exceed the market value on the date of any such repurchase and shall not exceed $1 million in interest to the Securities)aggregate for all such employees and officers, (Eiii) as a result conversions or exchanges of a reclassification shares of the Company's capital stock or the exchange or conversion Common Stock of 66 66 one class or series into shares of the Company's capital stock for Common Stock of another class or series of the Company's capital stock or (Fiv) the purchase purchases of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any of the security Company's securities being converted or exchanged), (y) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company that rank junior to or PARI PASSU with the Securities (except by conversion into or exchange for shares of its capital stock), and (z) make any guarantee payments with respect to the foregoing (other than such payments made pursuant to the Guarantee). (b) The Company also covenants and agrees (i) that it shall directly or indirectly maintain 100% ownership of the Common Securities of the Trust; providedPROVIDED, howeverHOWEVER, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities and (ii) NOT TO CAUSE OR PERMIT THE DISSOLUTION, WINDING-UP OR TERMINATION OF THE TRUST, EXCEPT IN CONNECTION WITH A DISTRIBUTION OF THE SECURITIES TO THE HOLDERS OF PREFERRED SECURITIES IN LIQUIDATION OF THE TRUST OR IN CONNECTION WITH CERTAIN MERGERS, CONSOLIDATIONS OR AMALGAMATIONS PERMITTED BY THE DECLARATION AND (iii) that it shall use its reasonable efforts, consistent with the terms and provisions of the Declaration, to cause the Trust (x) to remain a statutory business trust, except in connection with the distribution of the Securities to the holders of Trust Securities in liquidation of the Trust, the redemption of all of the Trust Securities of the Trust, or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, and (y) to otherwise continue to be classified as a grantor trust for United States Federal income tax purposes.

Limitation on Dividends; Transactions with Affiliates; Covenants as to the Trust. (a) If at such time (x) there shall have occurred an Event of Default, (y) the Company shall be in default with respect to its payment of any obligations under the Guarantee or (z) the Company shall have given notice of its election to begin a Deferral Period as provided herein and shall not have rescinded such notice, or such Deferral Period shall be continuing, the Company covenants that the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) other than stock dividends which consist of stock of the same class as that on which the dividends are being paid, (ii) make any payment of principal, interest or premium, on or repay or repurchase or redeem any debt securities of the Company that rank pari passu PARI PASSU with or junior in interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu PARI PASSU with or junior in interest to the Securities (in each case, other than (A) dividends or distributions in Capital Stock, (B) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (C) payments under the Guarantee, (D) purchases or acquisitions of shares of the Capital Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or any other contractual obligation of the Company (other than a contractual obligation ranking pari passu PARI PASSU with or junior in interest to the Securities), (E) as a result of a reclassification of the Company's capital stock or the exchange or conversion of 66 66 one class or series of the Company's capital stock for another class or series of the Company's capital stock or (F) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). (b) The Company also covenants and agrees (i) that it shall directly or indirectly maintain 100% ownership of the Common Securities of the Trust; providedPROVIDED, howeverHOWEVER, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities and (ii) that it shall use its reasonable efforts, consistent with the terms and provisions of the Declaration, to cause the Trust (x) to remain a statutory business trust, except in connection with the distribution of the Securities to the holders of Trust Securities in liquidation of the Trust, the redemption of all of the Trust Securities of the Trust, or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, and (y) to otherwise continue to be classified as a grantor trust for United States Federal income tax purposes.

Limitation on Dividends; Transactions with Affiliates; Covenants as to the Trust. (a) If at such time (x) there shall have occurred an Event of Default, (y) the Company shall be in default with respect to its payment of any obligations under the Guarantee or (z) the Company shall have given notice of its election to begin a Deferral Period as provided herein and shall not have rescinded such notice, or such Deferral Period shall be continuing, the The Company covenants that the Company shall not (i) shall not declare or pay any dividends or on, make distributions onwith respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, any of the Company's its capital stock (which includes common and preferred stock) other than stock dividends paid by the Company which consist of stock of the same class as that on which the dividends are dividend is being paid, (ii) make any payment of principal, interest or premium, on or repay or repurchase or redeem any debt securities of the Company that rank pari passu with or junior in interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities (in each case, paid and other than (A) dividends or distributions in Capital Stock, (B) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto), (Cii) payments under the Guaranteeshall not make any payment of interest, (D) purchases principal or acquisitions of shares of the Capital Stock in connection with the satisfaction premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company of its obligations under any employee benefit plan or any other contractual obligation of the Company (other than a contractual obligation ranking that rank pari passu with or junior in interest to the Securities), and (Eiii) as a result of a reclassification of shall not make any guarantee payments with respect to the Company's capital stock or the exchange or conversion of 66 66 one class or series of the Company's capital stock for another class or series of the Company's capital stock or foregoing (F) the purchase of fractional interests in shares of the Company's capital stock other than pursuant to the conversion or exchange provisions Guarantee), in each case if at such time (i) there shall have occurred any event that with the giving of such capital stock notice or the security being converted lapse of time or exchanged)both, would constitute an Event of Default hereunder, (ii) the Company shall be in default with respect to its payment of any obligations under the Guarantee or (iii) the Company shall have given notice of its selection of an Extended Interest Payment Period as provided herein and such period, or any extension thereof, shall be continuing. (b) The Company also covenants and agrees (i) that it shall directly or indirectly maintain 100% ownership of the Common Securities of the Trust; provided, however, that any permitted successor of the Company hereunder may shall succeed to the Company's ownership of such Common Securities and (ii) that it shall use its reasonable efforts, consistent with the terms and provisions of the Declaration, to cause the Trust (x) to remain a statutory business trust, except in connection with the distribution of the Securities to the holders of Trust Securities in liquidation of the Trust, the redemption of all of the Trust Securities of the Trust, or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, and (y) to otherwise continue to be classified as a grantor trust for United States Federal income tax purposes.

Limitation on Dividends; Transactions with Affiliates; Covenants as to the Trust. (a) If at such time (x) there shall have occurred an Event of Default, (y) the Company shall be in default with respect to its payment of any obligations under the Guarantee or (z) the Company shall have given notice of its election to begin a Deferral Period as provided herein and shall not have rescinded such notice, or such Deferral Period shall be continuing, the Company covenants that the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) other than stock dividends which consist of stock of the same class as that on which the dividends are being paid, (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company that rank pari passu with or junior in interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities (in each case, other than (A) dividends or distributions in Capital Common Stock, (B) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (C) payments under the Guarantee, (D) purchases or acquisitions of shares of the Capital Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or any other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior in interest to the Securities), (E) as a result of a reclassification of the Company's capital stock or the exchange or conversion of 66 66 one class or series of the Company's capital stock for another class or series of the Company's capital stock or (F) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). (b) The Company also covenants and agrees (i) that it shall for so long as the Preferred Securities remain outstanding, (a) to maintain directly or indirectly maintain 100% ownership of the Common Securities of the Trust; providedSecurities, however, provided that any certain successor Persons in transactions which are permitted successor of the Company hereunder by Article VIII may succeed to the Company's ownership of such the Common Securities, (b) not to voluntarily terminate, wind-up or liquidate the Trust, except in connection with (I) a distribution of the Securities to the holders of the Trust Securities in liquidation of the Trust, (II) the redemption of all Trust Securities or (iii) certain mergers, consolidations or amalgamations permitted by the Declaration, and (c) not to convert Securities except pursuant to a notice of conversion delivered to the Conversion Agent by a Holder or by a holder of Common Securities, (ii) that it shall to use its reasonable efforts, consistent with the terms and provisions of the Declaration, to cause the Trust (x) to remain a statutory business trust, except in connection with the distribution of the Securities to the holders of Trust Securities in liquidation of the Trust, the redemption of all of the Trust Securities of the Trust, or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, and (y) to otherwise continue to be classified as a grantor trust and not taxable as a corporation for United States Federal federal income tax purposes, (iii) to maintain the reservation for issuance of the number of shares of Class A Common Stock that would be required from time to time upon the conversation of al the Securities then outstanding, (iv) to deliver shares of Class A Common Stock upon an election by a Holder to convert such Preferred Securities into or for Class A Common Stock, and (v) to honor all obligations relating to the conversion or exchange of Preferred Securities into or for Class A Common Stock or Securities.

Limitation on Dividends; Transactions with Affiliates; Covenants as to the Trust. (a) If at such time (x) there shall have occurred an Event of Default, (y) the Company shall be in default with respect to its payment of any obligations under the Guarantee or (z) the Company shall have given notice of its election to begin a Deferral Period as provided herein and shall not have rescinded such notice, or such Deferral Period shall be continuing, the Company covenants that the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) other than stock dividends which consist of stock of the same class as that on which the dividends are being paid, (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company that rank pari passu with or junior in interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities (in each case, case other than (A) dividends or distributions payable in Capital shares of Common Stock, (B) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (C) payments under the Guarantee, (D) purchases or acquisitions of shares of the Capital Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or any other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior in interest to the Securities), (E) as a result of a reclassification of the Company's capital stock or the exchange or conversion of 66 66 one class or series of the Company's capital stock for another class or series of the Company's capital stock or (F) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). (b) The Company also covenants and agrees (i) that it shall directly or indirectly maintain 100% ownership of the Common Securities of the Trust; provided, however, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities and (ii) that it shall use its reasonable efforts, consistent with 72 67 the terms and provisions of the Declaration, to cause the Trust (x) to remain a statutory business trust, except in connection with the distribution of the Securities to the holders of Trust Securities in liquidation of the Trust, the redemption of all of the Trust Securities of the Trust, or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, and (y) to otherwise continue to be classified as a grantor trust for United States Federal income tax purposes.

Limitation on Dividends; Transactions with Affiliates; Covenants as to the Trust. (a) If at such time (x) there shall have occurred an Event of Default, (y) the Company shall be in default with respect to its payment of any obligations under the Guarantee or (z) the Company shall have given notice of its election to begin a Deferral Period as provided herein and shall not have rescinded such notice, or such Deferral Period Period, or any extension thereof, shall be continuing, continuing the Company covenants that the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) other than stock dividends or distributions which consist of stock of the same class as that on which the dividends are dividend or distribution is being paid, (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company that rank pari passu with or junior in interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary Subsidiary of the Company if such guarantee expressly ranks pari passu with or junior in interest to the Securities (in each case, other than (A) dividends or distributions in Capital Common Stock, (B) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (C) payments under the Guarantee or the Common Securities Guarantee, (D) purchases or acquisitions of shares of the Capital Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or any other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior in interest to the Securities), (E) as the payment of fractional shares resulting from a result of a reclassification of the Company's capital stock or the exchange or conversion of 66 66 one class or series of the Company's capital stock for another class or series of the Company's capital stock or (F) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). (b) The Company also covenants and agrees (i) that it shall directly or indirectly maintain 100% ownership of the Common Securities of the Trust; provided, however, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities and (ii) that it shall use its reasonable efforts, consistent with the terms and provisions of the Declaration, to cause the Trust (x) to remain a statutory business trust, except in connection with the distribution of the Securities to the holders of Trust Securities in liquidation of the Trust, the redemption of all of the Trust Securities of the Trust, or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, and (y) to otherwise continue to be classified as a grantor trust for United States Federal federal income tax purposes.

Limitation on Dividends; Transactions with Affiliates; Covenants as to the Trust. (a) If at such time The Company covenants that so long as the Debentures are outstanding, if (xi) 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, (yii) the Company shall be in default with respect to its payment of any obligations under the Guarantee Guarantee, or (ziii) the Company shall have given notice of has exercised its election option to begin a Deferral Period as provided herein defer interest payments on the Debentures by extending the interest payment period and shall not have rescinded such noticeperiod, or such Deferral Period any extension thereof, shall be continuing, then the Company covenants that the Company (a) shall not (i) declare or pay any dividends or on, make distributions onwith respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, any of the Company's its capital stock stock, (which includes common and preferred stockexcept for dividends or distributions in shares of (i) other than stock dividends which consist of stock of the same class as that Common Stock on which the dividends are being paidCommon Stock, (ii) make any payment of principal, interest or premium, on or repay or repurchase or redeem any debt securities of the Company that rank pari passu with or junior in interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities (in each case, other than (A) dividends or distributions in Capital Stock, (B) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (C) payments under the Guarantee, (D) purchases or other acquisitions of shares of the Capital Common Stock made in connection with the satisfaction by the Company of its obligations under any employee benefit plan or any other contractual obligation of the Company or its Subsidiaries, purchases made from employees or officers pursuant to employment agreements, or purchases made under option agreements (other than a contractual obligation ranking pari passu with or junior in interest to upon the Securitiesexercise of options granted thereunder), (E) as a result of a reclassification provided the plans or agreements were in existence on October 9, 1996, and provided, further, that such repurchases by the Company made from officers or employees of the Company's capital stock Company or its Subsidiaries pursuant to employment or option agreements shall be made at a price not to exceed market value on the exchange date of any such repurchase and shall not exceed $5 million in the aggregate for all such employees and officers, (iii) conversions or conversion exchanges of 66 66 Common Stock of one class or series into Common Stock of the Company's capital stock for another class or series of the Company's capital stock or (Fiv) the purchase purchases of fractional interests in shares of the Companycompany's capital Capital stock pursuant to the conversion or exchange provisions of such capital stock or any of the security Company's securities being converted or exchanged), (b) shall not make any payment of interest, principal or premium, if any, on, or repay, repurchase or redeem any debt securities issued by the Company that rank junior to or pari passu with the Debentures (except by conversion into or exchange for shares of its Common Stock), and (c) shall not make any guarantee payments with respect to the foregoing (other than such payments made pursuant to the Guarantee). (b) The Company also covenants and agrees (i) that it shall directly or indirectly maintain 100% ownership of the Common Securities of the TrustSecurities; provided, however, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities and (ii) that it shall use its reasonable efforts, consistent with the terms and provisions of the Declaration, to cause the Trust (x) to remain a statutory business trust, except in connection with the distribution of the Securities Debentures to the holders of Trust Securities in liquidation of the Trust, Trust upon the redemption occurrence of all of the Trust Securities of the Trusta Dissolution Event, or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, and (y) to otherwise continue to be classified as a grantor trust for United States Federal income tax purposes.

Limitation on Dividends; Transactions with Affiliates; Covenants as to the Trust. (a) If at such time (x) there shall have occurred an Event of Default, (y) the Company shall be in default with respect to its payment of any obligations under the Guarantee or (z) the Company shall have given notice of its election to begin a Deferral Period as provided herein and shall not have rescinded such notice, or such Deferral Period shall be continuing, the Company covenants that the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) other than stock dividends which consist of stock of the same class as that on which the dividends are being paid, (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company that rank pari passu with or junior in interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities (in each case, other than (A) dividends or distributions in Capital Common Stock, (B) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (C) payments under the Guarantee, (D) purchases or acquisitions of shares of the Capital Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or any other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior in interest to the Securities), (E) as a result of a reclassification of the Company's capital stock or the exchange or conversion of 66 66 one class or series of the Company's capital stock for another class or series of the Company's capital stock or (F) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). (b) The Company also covenants and agrees (i) that it shall for so long as the Preferred Securities remain outstanding, (a) to maintain directly or indirectly maintain 100% ownership of the Common Securities of the Trust; providedSecurities, however, provided that any certain successor Persons in transactions which are permitted successor of the Company hereunder by Article VIII may succeed to the Company's ownership of such the Common Securities, (b) not to voluntarily terminate, wind-up or liquidate the Trust, except in connection with (I) a distribution of the Securities to the holders of the Trust Securities in liquidation of the Trust, (II) the redemption of all Trust Securities or (iii) certain mergers, consolidations or amalgamations permitted by the Declaration, and (c) not to convert Securities except pursuant to a notice of conversion delivered to the Conversion Agent by a Holder or by a holder of Common Securities, (ii) that it shall to use its reasonable efforts, consistent with the terms and provisions of the Declaration, to cause the Trust (x) to remain a statutory business trust, except in connection with the distribution of the Securities to the holders of Trust Securities in liquidation of the Trust, the redemption of all of the Trust Securities of the Trust, or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, and (y) to otherwise continue to be classified as a grantor trust and not taxable as a corporation for United States Federal federal income tax purposes, (iii) to maintain the reservation for issuance of the number of shares of Common Stock that would be required from time to time upon the conversion of all the Securities then outstanding, (iv) to deliver shares of Common Stock upon an election by a Holder to convert such Preferred Securities into or for Common Stock, and (v) to honor all obligations relating to the conversion or exchange of Preferred Securities into or for Common Stock or Securities.

Limitation on Dividends; Transactions with Affiliates; Covenants as to the Trust. (a) If at such time (x) there shall have occurred an Event of Default, (y) the Company shall be in default with respect to its payment of any obligations under the Guarantee or (z) the Company shall have given notice of its election to begin a Deferral Period as provided herein and shall not have rescinded such notice, or such Deferral Period Period, or any extension thereof, shall be continuing, the Company covenants that the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) other than stock dividends or distributions which consist of stock of the same class as that on which the dividends are dividend or distribution is being paid, (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company that rank pari passu with or junior in interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities (in each case, other than (A) dividends or distributions in Capital Common Stock, (B) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (C) payments under the Guarantee or the Common Securities Guarantee, (D) purchases or acquisitions of shares of the Capital Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or any other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior in interest to the Securities), (E) as the payment of fractional shares resulting from a result of a reclassification of the Company's capital stock or the exchange or conversion of 66 66 one class or series of the Company's capital stock for another class or series of the Company's capital stock or (F) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). (b) The Company also covenants and agrees (i) that it shall directly or indirectly maintain 100% ownership of the Common Securities of the Trust; provided, however, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities and (ii) that it shall use its reasonable efforts, consistent with the terms and provisions of the Declaration, to cause the Trust (x) to remain a statutory business trust, except in connection with the distribution of the Securities to the holders of Trust Securities in liquidation of the Trust, the redemption of all of the Trust Securities of the Trust, or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, and (y) to otherwise continue to be classified as a grantor trust for United States Federal income tax purposes.

Limitation on Dividends; Transactions with Affiliates; Covenants as to the Trust. (a) If at such time (x) there shall have occurred an Event of Default, (y) the Company shall be in default with respect to its payment of any obligations under the Guarantee or (z) the Company shall have given notice of its election to begin a Deferral Period as provided herein and shall not have rescinded such notice, or such Deferral Period deferral period, or any extension thereof, shall be continuing, the Company covenants that the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) other than stock dividends or distributions which consist of stock of the same class as that on which the dividends are dividend or distribution is being paid, (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company that rank pari passu with or junior in interest to the Securities or (iii) make any guarantee 51 57 payments with respect to any guarantee by the Company of the debt securities of any subsidiary Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities (in each case, other than (A) dividends or distributions in Capital Common Stock, (B) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (C) payments under the Guarantee or the Common Securities Guarantee, (D) purchases or acquisitions of shares of the Capital Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or any other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior in interest to the Securities), (E) as the payment of fractional shares resulting from a result of a reclassification of the Company's capital stock or the exchange or conversion of 66 66 one class or series of the Company's capital stock for another class or series of the Company's capital stock or (F) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). (b) The Company also covenants and agrees (i) that it shall directly or indirectly maintain 100% ownership of the Common Securities of the Trust; provided, however, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities and (ii) that it shall use its reasonable efforts, consistent with the terms and provisions of the Declaration, to cause the Trust (x) to remain a statutory business trust, except in connection with the distribution of the Securities to the holders of Trust Securities in liquidation of the Trust, the redemption of all of the Trust Securities of the Trust, or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, and (y) to otherwise continue to be classified as a grantor trust for United States Federal federal income tax purposes.

Limitation on Dividends; Transactions with Affiliates; Covenants as to the Trust. (a) If at such time The Company covenants that so long as the Securities are Outstanding, if (xi) 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 of Default, (yii) the Company shall be in default with respect to its payment of any obligations under the Guarantee Guarantee, or (ziii) the Company shall have given notice of has exercised its election option to begin a Deferral Period as provided herein defer interest payments on the Securities by extending the interest payment period and shall not have rescinded such noticeperiod, or such Deferral Period any extension thereof, shall be continuing, the Company covenants that then the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) other than stock dividends which consist of stock of the same class as that on which the dividends are being paid, (ii) make any payment of principalinterest, interest principal or premium, if any, on or repay or repay, repurchase or redeem any capital stock or debt securities of issued by the Company that rank pari passu with Company, or junior in interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu indebtedness for borrowed money, that rank junior to or PARI PASSU with or junior in interest to the Securities (in each case, other than (A) dividends except by conversion into or distributions in Capital Stock, (B) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (C) payments under the Guarantee, (D) purchases or acquisitions of exchange for shares of the Capital Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or any other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior in interest to the Securities), (E) as a result of a reclassification of the Company's capital stock or the exchange or conversion of 66 66 one class or series of the Company's capital stock for another class or series of the Company's capital stock or (F) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchangedstock). (b) The Company also covenants and agrees (i) that it shall directly or indirectly maintain 100% ownership of the Common Securities of the Trust; providedPROVIDED, howeverHOWEVER, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities and (ii) that it shall use its reasonable effortsNOT TO CAUSE OR PERMIT THE DISSOLUTION, consistent with the terms and provisions of the DeclarationWINDING-UP OR TERMINATION OF THE TRUST, to cause the Trust (x) to remain a statutory business trust, except in connection with the distribution of the Securities to the holders of Trust Securities in liquidation of the Trust, the redemption of all of the Trust Securities of the Trust, or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, and (y) to otherwise continue to be classified as a grantor trust for United States Federal income tax purposes.EXCEPT IN CONNECTION WITH A DISTRIBUTION OF THE SECURITIES TO THE HOLDERS OF PREFERRED SECURITIES IN LIQUIDATION OF THE TRUST OR IN CONNECTION 44 52

Limitation on Dividends; Transactions with Affiliates; Covenants as to the Trust. (a) If at such time (xi) there shall have occurred any event that with the giving of notice or the lapse of time or both, would constitute an Event of DefaultDefault hereunder, (yii) the Company shall be in default with respect to its payment of any obligations under the Guarantee or (ziii) the Company shall have given notice of its election to begin selection of a Deferral Period as provided herein and shall not have rescinded such noticeperiod, or such Deferral Period any extension thereof, shall be continuing, the Company covenants that the Company (A) shall not (i) declare or pay any dividends or on, make distributions onwith respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, any of the Company's its capital stock (which includes common and preferred stock) other than stock dividends which consist of stock of the same class as that on which the dividends are being paid, (iiB) shall not make any payment of principalinterest, interest principal or premium, if any, on or repay or repay, repurchase or redeem any debt securities of issued by the Company that rank pari passu PARI PASSU with or junior in interest to the Securities or Securities, and (iiiC) shall not make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities foregoing (in each case, other than (A1) dividends or distributions distribution in Capital Stockshares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company; (B2) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (C3) payments under the Guarantee, ; (D) purchases or acquisitions of shares of the Capital Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or any other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior in interest to the Securities), (E4) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of 66 66 one class or series of the Company's capital stock for another class or series of the Company's capital stock or stock; (F5) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (6) purchases of common stock in connection with the satisfaction by the Company of its obligations (including purchases related to the issuance of common stock or rights) under any of the Company's benefit plans for its and its subsidiaries' directors, officers or employees or any of the Company's dividend reinvestment plans). (b) The Company also covenants and agrees (i) that it shall directly or indirectly maintain 100% ownership of the Common Securities of the Trust; providedPROVIDED, howeverHOWEVER, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities and (ii) that it shall use its reasonable efforts, consistent with the terms and provisions of the Declaration, to cause the Trust (x) to remain a statutory business trust, except in connection with the distribution of the Securities to the holders of the Trust Securities in liquidation of the Trust, the redemption of all of the Trust Securities of the Trust, or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, and (y) to otherwise continue to be classified as a grantor trust for United States Federal federal income tax purposes.

Limitation on Dividends; Transactions with Affiliates; Covenants as to the Trust. (a) If at such time The Company covenants that so long as the Debentures are outstanding, if (xi) 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, (yii) the Company shall be in default with respect to its payment of any obligations under the Guarantee Guarantee, or (ziii) the Company shall have given notice of has exercised its election option to begin a Deferral Period as provided herein defer interest payments on the Debentures by extending the interest payment period and shall not have rescinded such noticeperiod, or such Deferral Period any extension thereof, shall be continuing, then the Company covenants that the Company (a) shall not (i) declare or pay any dividends or on, make distributions onwith respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, any of the Company's its capital stock (which includes common and preferred stock) other than stock dividends which consist of stock of the same class as that on which the dividends are being paid, (ii) make any payment of principal, interest or premium, on or repay or repurchase or redeem any debt securities of the Company that rank pari passu with or junior in interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities (in each case, other than (A) dividends or distributions in Capital Stock, (B) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (C) payments under the Guarantee, (Di) purchases or acquisitions of shares of the Capital Common Stock (or Common Stock equivalents) in connection with the satisfaction by the Company of its obligations under any employee benefit plan or agent plans or the satisfaction by the Company of its obligations pursuant to any other contractual obligation contract or security requiring the Company to purchase shares of Common Stock (or Common Stock equivalents), (ii) purchases of shares of Common Stock (or Common Stock equivalents) from officers or employees of the Company or its subsidiaries upon termination of employment or retirement not pursuant to any obligation under any contract or security requiring the Company to purchase shares of Common Stock (other than a contractual obligation ranking pari passu with or junior in interest to the SecuritiesCommon Stock equivalents), (Eiii) as a result of a reclassification of the Company's capital stock or the exchange or conversion of 66 66 one class or series of the Company's capital stock for another class or series of the Company's capital stock stock, (iv) dividends or distributions of shares of Common Stock on Common Stock of the Company or (Fv) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), (b) shall not make any payment of principal (or premium, if any) or interest on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company that rank PARI PASSU with or junior to the Debentures, and (c) shall not make any guarantee payments with respect to the foregoing (other than pursuant to the Guarantee). (b) The Company also covenants and agrees (i) that it shall directly or indirectly maintain 100% ownership of the Trust Common Securities of the TrustSecurities; provided, however, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Trust Common Securities and (ii) that it shall use its reasonable efforts, consistent with the terms and provisions of the Declaration, to cause the Trust (x) to remain a statutory business trust, except in connection with the distribution of the Securities Debentures to the holders of Trust Securities in liquidation of the Trust, Trust upon the redemption occurrence of all of the Trust Securities of the Trusta Dissolution Event, or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, and (y) to otherwise continue to be classified as a grantor trust for United States Federal federal income tax purposes. (c) The Company also covenants and agrees that it shall not (i) incur any additional indebtedness for money borrowed, unless the holders of such indebtedness 49 have entered into agreements with the Company waiving their rights with respect to the Escrow Fund (as defined in the Escrow Agreement) or (ii) issue any trust preferred stock that ranks senior to the Trust Preferred Securities, whether as to dividends or distributions, or which ranks on a parity with or senior to the Trust Preferred Securities with respect to distributions involving or relating to the Zero Coupon Securities (as defined in the Escrow Agreement), or proceeds from the sale thereof, held in the Escrow Account (as defined in the Escrow Agreement).

Limitation on Dividends; Transactions with Affiliates; Covenants as to the Trust. (a) If at such time (x) there shall have occurred an Event of Default, (y) the Company shall be in default with respect to its payment of any obligations under the Guarantee or (z) the Company shall have given notice of its election to begin a Deferral Period as provided herein and shall not have rescinded such notice, or such Deferral Period shall be continuing, the Company covenants that the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) other than stock dividends which consist of stock of the same class as that on which the dividends are being paid, (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company that rank pari passu with or junior in interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities (in each case, other than (A) dividends or distributions in Capital Class B Common Stock, (B) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (C) payments under the Guarantee, (D) purchases or acquisitions of shares of the Capital Class B Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or any other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior in interest to the Securities), (E) as a result of a reclassification of the Company's capital stock or the exchange or conversion of 66 66 one class or series of the Company's capital stock for another class or series of the Company's capital stock or (F) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). (b) The Company also covenants and agrees (i) that it shall for so long as the Preferred Securities remain outstanding, (a) to maintain directly or indirectly maintain 100% ownership of the Common Securities of the Trust; providedSecurities, however, provided that any certain successor Persons in transactions which are permitted successor of the Company hereunder by Article VIII may succeed to the Company's ownership of such the Common Securities, (b) not to voluntarily terminate, wind-up or liquidate the Trust, except in connection with (I) a distribution of the Securities to the holders of the Trust Securities in liquidation of the Trust, (II) the redemption of all Trust Securities or (III) certain mergers, consolidations or amalgamations permitted by the Declaration, and (c) not to convert Securities except pursuant to a notice of conversion delivered to the Conversion Agent by a Holder or by a holder of Preferred Securities, (ii) that it shall to use its reasonable efforts, consistent with the terms and provisions of the Declaration, to cause the Trust (x) to remain a statutory business trust, except in connection with the distribution of the Securities to the holders of Trust Securities in liquidation of the Trust, the redemption of all of the Trust Securities of the Trust, or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, and (y) to otherwise continue to be classified as a grantor trust and not taxable as a corporation for United States Federal federal income tax purposes, (iii) to maintain the reservation for issuance of the number of shares of Class B Common Stock that would be required from time to time upon the conversion of all the Securities then outstanding, (iv) to deliver shares of Class B Common Stock upon an election by a Holder to convert such Securities (or by a holder of Preferred Securities to convert such securities) into or for Class B Common Stock, and (v) to honor all obligations relating to the conversion or exchange of Preferred Securities into or for Class B Common Stock or Securities.

Limitation on Dividends; Transactions with Affiliates; Covenants as to the Trust. (a) If at such time News Corporation and the Company covenant that so long as any Securities are outstanding, if (xi) 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 of Default, or (yii) the Company Guarantors shall be in default with respect to its payment of any obligations under the Guarantee or Guarantees, then (za) the Company shall have given notice of its election to begin a Deferral Period as provided herein and News Corporation shall not have rescinded such notice, or such Deferral Period shall be continuing, the Company covenants that the Company shall not (i) declare or pay any dividends on, or distributions onmake a distribution with respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, any of the Company's its capital stock (which includes common and preferred stock) other than stock any dividends which consist of stock of the same class as that on which the dividends are being paid, (ii) make any payment of principal, interest or premium, on or repay or repurchase or redeem any debt securities of the Company that rank pari passu with or junior payable in interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities (in each case, other than (A) dividends or distributions in Capital Stock, (B) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (C) payments under the Guarantee, (D) purchases or acquisitions of shares of the Capital Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or any other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior in interest to the Securities), (E) as a result of a reclassification of the Company's capital stock or the exchange or conversion of 66 66 one class or series of the Company's capital stock for another class or series of the Company's capital stock or (F) the purchase of fractional interests in shares of the Company's its capital stock pursuant to upon the conversion or exchange provisions of such capital stock or the security being converted or exchanged), (b) News Corporation and the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by News Corporation or the Company that rank equally with or junior to the Securities (except by conversion into or exchange for capital stock of News Corporation) and (c) News Corporation and the Company shall not make any guarantee payments with respect to the foregoing or to any guarantee of preferred or preference shares issued by Subsidiaries (other than pursuant to the Preferred Securities Guarantees or any guarantees ranking at least pari passu with such guarantees). (b) The News Corporation and the Company also covenants covenant and agrees agree (i) that it News Corporation shall directly or indirectly maintain 100% ownership of the Common Securities of the TrustSecurities; provided, however, that any permitted successor of the Company News Corporation hereunder may succeed to the Company's such direct or indirect ownership of such Common Securities and (ii) that it shall use its reasonable efforts, consistent with the terms and provisions of the Declaration, to cause the Trust (x) to remain a statutory business trust, except in connection with the distribution of the Securities to the holders of Trust Securities in liquidation of the Trust, the redemption of all of the Trust Securities of the Trust, or certain mergers, consolidations or amalgamations, each as permitted by the Declaration, and (y) to otherwise continue to be classified as a grantor trust for United States Federal income tax purposes.the