Common use of Certain Covenants of the Guarantor Clause in Contracts

Certain Covenants of the Guarantor. (a) Guarantor covenants and agrees that if and so long as (i) the Issuer is the holder of all the Debentures, (ii) a Tax Event (as defined in the Trust Agreement) in respect of the Issuer has occurred and is continuing and (iii) the Guarantor has elected, and has not revoked such election, to pay Additional Sums (as defined in the Trust Agreement) in respect of the Preferred Securities and Common Securities, the Guarantor will pay to the Issuer such Additional Sums. (b) The Guarantor covenants and agrees that it will not, and will not cause any subsidiary of the Guarantor to, (i) 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 or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor that rank pari passu with or junior to the Debentures (other than (a) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Guarantor where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (b) redemptions or purchases of any rights pursuant to any stockholder rights agreement now in existence or subsequently entered into by the Company, or any successor to any such stockholder rights agreement, and the declaration of a dividend of such rights or the issuance of preferred stock under such plans in the future, (c) payments under this Guarantee Agreement, (d) purchases of Company Common Stock related to the issuance of Company Common Stock under any of the Guarantor's benefit plans for its directors, officers or employees, (e) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one series or class of the Guarantor's capital stock for another series or class of the Guarantor's capital stock and (f) 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) if at such time (I) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time, or both, would constitute an "Event of Default" under the Indenture with respect to the Debentures and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (II) the Guarantor shall be in default with respect to its payment of any obligations under the Guarantee. (c) The Guarantor covenants and agrees (i) to maintain directly or indirectly 100% ownership of the Common Securities, provided that certain successors which are permitted by the Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) not to voluntarily dissolve the Issuer, except (A) in connection with a distribution of the Debentures to the holders of the Preferred Securities in dissolution of the Issuer or (B) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement, (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Issuer to remain classified as a grantor trust and not as an association taxable as a corporation for United States Federal income tax purposes, (iv) for so long as Preferred Securities are outstanding, not to convert Debentures except pursuant to a notice of conversion delivered to the Conversion Agent (as defined in the Trust Agreement) by a Holder, (v) to maintain the reservation for issuance of the number of shares of Company Common Stock that would be required from time to time upon the conversion of all the Debentures then outstanding, (vi) to deliver shares of Company Common Stock upon an election by the Holders to convert such Preferred Securities into Company Common Stock and (vii) to honor all obligations described herein relating to the conversion or exchange of the Preferred Securities into or for Company Common Stock or Debentures.

Certain Covenants of the Guarantor. (a) Guarantor covenants and agrees that if and so long as (i) the Issuer is the holder of all the Debentures, (ii) a Tax Event (as defined in the Trust Agreement) in respect of the Issuer has occurred and is continuing and (iii) the Guarantor has elected, and has not revoked such election, to pay Additional Sums (as defined in the Trust Agreement) in respect of the Preferred Securities and Common Securities, the Guarantor will pay to the Issuer such Additional Sums. (b) The Guarantor covenants and agrees that it will not, and will not cause any subsidiary of the Guarantor to, (i) 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 or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor that rank pari passu PARI PASSU with or junior to the Debentures (other than (a) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Guarantor where the payment is made by way of securities (including capital stock) that rank pari passu PARI PASSU with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (b) redemptions or purchases of any rights pursuant to any stockholder rights agreement now in existence or subsequently entered into by the Company, or any successor to any such a stockholder rights agreement, and the declaration of a dividend of such rights or the issuance of preferred stock under such plans a plan in the future, (c) payments under this Guarantee Agreement, (d) purchases of Company Common Stock Shares related to the issuance of Company Common Stock Shares under any of the Guarantor's benefit plans for its directors, officers or employees, (e) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one series or class of the Guarantor's capital stock for another series or class of the Guarantor's capital stock and (f) 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) if at such time (Ii) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) with the giving of notice or the lapse of time, or both, would constitute an "Event of Default" under the Indenture with respect to the Debentures and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (IIii) the Guarantor shall be in default with respect to its payment of any obligations under the GuaranteeGuarantee or (iii) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) with respect to the Debentures and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. (c) The Guarantor covenants and agrees (i) to maintain directly or indirectly 100% ownership of the Common Securities, provided that certain successors which are permitted by the Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) not to voluntarily dissolve the Issuer, except (Aa) in connection with a distribution of the Debentures to the holders of the Preferred Securities in dissolution of the Issuer or (Bb) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement, (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Issuer to remain classified as a grantor trust and not as an association taxable as a corporation or a partnership for United States Federal income tax purposes, (iv) for so long as Preferred Securities are outstanding, not to convert Debentures except pursuant to a notice of conversion delivered to the Conversion Agent (as defined in the Trust Agreement) by a Holder, (v) to maintain the reservation for issuance of the number of shares of Company Common Stock Shares that would be required from time to time upon the conversion of all the Debentures then outstanding, (vi) to deliver shares of Company Common Stock Shares upon an election by the Holders to convert such Preferred Securities into Company Common Stock Shares and (vii) to honor all obligations described herein relating to the conversion or exchange of the Preferred Securities into or for Company Common Stock Shares or Debentures.

Certain Covenants of the Guarantor. (a) Guarantor covenants and agrees that if and so long as (i) the Issuer is the holder of all the Debentures, (ii) a Tax Event (as defined in the Trust Agreement) in respect of the Issuer has occurred and is continuing and (iii) the Guarantor has elected, and has not revoked such election, to pay Additional Sums (as defined in the Trust Agreement) in respect of the Preferred Securities and Common Securities, the Guarantor will pay to the Issuer such Additional Sums. (b) The Guarantor covenants and agrees that it will not, and will not cause any subsidiary of the Guarantor to, (i) 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 or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor that rank pari passu with or junior to the Debentures (other than (a) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Guarantor where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (b) redemptions or purchases of any rights pursuant to any stockholder rights agreement now in existence or subsequently entered into by the Company, or any successor to any such stockholder rights agreement, and the declaration of a dividend of such rights or the issuance of preferred stock under such plans in the future, (c) payments under this Guarantee Agreement, (d) purchases of Company Common Stock related to the issuance of Company Common Stock under any of the Guarantor's benefit plans for its directors, officers or employees, (e) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one series or class of the Guarantor's capital stock for another series or class of the Guarantor's capital stock and (f) 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) if at such time (I) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time, or both, would constitute an "Event of Default" under the Indenture with respect to the Debentures and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (II) the Guarantor shall be in default with respect to its payment of any obligations under the Guarantee.the (c) The Guarantor covenants and agrees (i) to maintain directly or indirectly 100% ownership of the Common Securities, provided that certain successors which are permitted by the Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) not to voluntarily dissolve the Issuer, except (Aa) in connection with a distribution of the Debentures to the holders of the Preferred Securities in dissolution of the Issuer or (Bb) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement, (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Issuer to remain classified as a grantor trust and not as an association taxable as a corporation for United States Federal income tax purposes, (iv) for so long as Preferred Securities are outstanding, not to convert Debentures except pursuant to a notice of conversion delivered to the Conversion Agent (as defined in the Trust Agreement) by a Holder, (v) to maintain the reservation for issuance of the number of shares of Company Common Stock that would be required from time to time upon the conversion of all the Debentures then outstanding, (vi) to deliver shares of Company Common Stock upon an election by the Holders to convert such Preferred Securities into Company Common Stock and (vii) to honor all obligations described herein relating to the conversion or exchange of the Preferred Securities into or for Company Common Stock or Debentures.

Certain Covenants of the Guarantor. (a) Guarantor covenants and agrees that if and so long as (i) the Issuer is the holder of all the Debentures, (ii) a Tax Event (as defined in the Trust Agreement) in respect of the Issuer has occurred and is continuing and (iii) the Guarantor has elected, and has not revoked such election, to pay Additional Sums (as defined in the Trust Agreement) in respect of the Preferred Securities and Common Securities, the Guarantor will pay to the Issuer such Additional Sums. (b) The Guarantor covenants and agrees that so long as any Preferred Securities remain outstanding, it will not, and will not cause any subsidiary of the Guarantor to, (i) declare or pay any dividends or on make any distributions onwith respect to, or redeem, purchase, acquire, purchase or make a liquidation payment with respect to, any of the Guarantor's capital stock or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor that rank pari passu with or junior to the Debentures its Common Stock (other than (ai) any dividend, redemption, liquidation, interest, principal purchases or guarantee payment acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being madeits obligations under any employee benefit plan, (b) redemptions or purchases of any rights pursuant to any stockholder rights agreement now in existence or subsequently entered into by the Company, or any successor to any such stockholder rights agreement, and the declaration of a dividend of such rights or the issuance of preferred stock under such plans in the future, (c) payments under this Guarantee Agreement, (d) purchases of Company Common Stock related to the issuance of Company Common Stock under any of the Guarantor's benefit plans for its directors, officers or employees, (eii) as a result of a reclassification of the Guarantor's capital stock Common Stock or the exchange or conversion of one class or series or class of the Guarantor's capital stock Common Stock for another class or series or class of the Guarantor's capital stock and Common Stock, (fiii) the purchase of fractional interests in shares of the Guarantor's capital stock Common Stock pursuant to the conversion or exchange provisions of such capital stock Common Stock of the Guarantor or the security being converted or exchangedexchanged or (iv) purchases or acquisitions of shares of Common Stock to be used in connec- _____________________ ** Should we differentiate between operating subsidiaries and financing subsidiaries? tion with acquisitions of Common Stock by shareholders pursuant to the Guarantor's dividend reinvestment plan) or make any guarantee payments with respect to the foregoing and (b) the Guarantor shall not make any payment of principal or premium, if any, on or repurchase any debt securities (including guarantees) other than at stated maturity issued by the Guarantor which rank pari passu with or junior to the Debentures if at such time (Ix) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time, or both, would constitute an "Event of Default" Default under this Guarantee Agreement or the Indenture with respect to the Debentures Trust Agreement and (B) in respect of or which the Guarantor shall not have taken reasonable steps to cure, cure or (IIy) the Guarantor shall be have given notice of its selection of an Extension Period (as defined in default the Indenture) with respect to its payment of the Debentures and shall not have rescinded such notice, or such Extension Period, or any obligations under the Guaranteeextension thereof, shall be continuing. (c) The Guarantor covenants and agrees (i) to maintain directly or indirectly 100% ownership of the Common Securities, provided that certain successors which are permitted by the Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) not to voluntarily dissolve terminate, wind-up or liquidate the Issuer, except (Aa) in connection with a distribution of the Debentures to the holders of the Preferred Securities in dissolution liquidation of the Issuer or (Bb) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement, (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Issuer to remain classified as a grantor trust and not as an association taxable as a corporation for United States Federal income tax purposes, (iv) for so long as Preferred Securities are outstanding, not to convert Debentures except pursuant to a notice of conversion delivered to the Conversion Agent (as defined in the Trust Agreement) by a Holder, (v) to maintain the reservation for issuance of the number of shares of Company Common Stock that would be required from time to time upon the conversion of all the Debentures then outstanding, (vi) to deliver shares of Company Common Stock upon an election by the Holders to convert such Preferred Securities into Company Common Stock and (vii) to honor all obligations described herein relating to the conversion or exchange of the Preferred Securities into or for Company Common Stock or Debentures.

Certain Covenants of the Guarantor. (a) Guarantor covenants and agrees that if and so long as (i) the Issuer is the holder of all the Debentures, (ii) a Tax Event (as defined in the Trust Agreement) in respect of the Issuer has occurred and is continuing and (iii) the Guarantor has elected, and has not revoked such election, to pay Additional Sums (as defined in the Trust Agreement) in respect of the Preferred Securities and Common Securities, the Guarantor will pay to the Issuer such Additional Sums. (b) The Guarantor covenants and agrees that it will not, and will not cause any subsidiary of the Guarantor to, (i) 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 or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor that rank pari passu PARI PASSU with or junior to the Debentures (other than (a) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Guarantor where the payment is made by way of securities (including capital stock) that rank pari passu PARI PASSU with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (b) redemptions or purchases of any rights pursuant to any stockholder rights agreement now in existence or subsequently entered into by the Company, or any successor to any such a stockholder rights agreement, and the declaration of a dividend of such rights or the issuance of preferred stock under such plans a plan in the future, (c) payments under this Guarantee Agreement, (d) purchases of Company Common Stock related to the issuance of Company Common Stock under any of the Guarantor's benefit plans for its directors, officers or employees, (e) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one series or class of the Guarantor's capital stock for another series or class of the Guarantor's capital stock and (f) 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) if at such time (Ii) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) with the giving of notice or the lapse of time, or both, would constitute an "Event of Default" under the Indenture with respect to the Debentures and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (IIii) the Guarantor shall be in default with respect to its payment of any obligations under the GuaranteeGuarantee or (iii) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) with respect to the Debentures and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. (c) The Guarantor covenants and agrees (i) to maintain directly or indirectly 100% ownership of the Common Securities, provided that certain successors which are permitted by the Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) not to voluntarily dissolve the Issuer, except (Aa) in connection with a distribution of the Debentures to the holders of the Preferred Securities in dissolution of the Issuer or (Bb) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement, (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Issuer to remain classified as a grantor trust and not as an association taxable as a corporation for United States Federal income tax purposes, (iv) for so long as Preferred Securities are outstanding, not to convert Debentures except pursuant to a notice of conversion delivered to the Conversion Agent (as defined in the Trust Agreement) by a Holder, (v) to maintain the reservation for issuance of the number of shares of Company Class A Common Stock that would be required from time to time upon the conversion of all the Debentures then outstanding, (vi) to deliver shares of Company Class A Common Stock upon an election by the Holders to convert such Preferred Securities into Company Class A Common Stock and (vii) to honor all obligations described herein relating to the conversion or exchange of the Preferred Securities into or for Company Class A Common Stock or Debentures.

Certain Covenants of the Guarantor. (a) Guarantor covenants and agrees that if and so long as (i) the Issuer is the holder of all the Debentures, (ii) a Tax Event (as defined in the Trust Agreement) in respect of the Issuer has occurred and is continuing and (iii) the Guarantor has elected, and has not revoked such election, to pay Additional Sums (as defined in the Trust Agreement) in respect of the Preferred Securities and Common Securities, the Guarantor will pay to the Issuer such Additional Sums. (b) The Guarantor covenants and agrees that it will not, and will not cause permit any subsidiary of the Guarantor to, (i) 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 or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor that rank pari passu with or junior to the Debentures (other than (a) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Guarantor where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (b) redemptions or purchases of any rights pursuant to any stockholder rights agreement now the Shareholders Rights Plan (as defined in existence or subsequently entered into by the CompanyIndenture), or any successor to any such stockholder rights agreementShareholders Rights Plan, and the declaration of a dividend of such rights or the issuance of preferred stock under such plans in the future, (c) payments under this Guarantee Agreement, (d) purchases of Company Common Stock related to the issuance of Company Common Stock under any of the Guarantor's benefit plans for its directors, officers or employees, (e) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one series or class of the Guarantor's capital stock for another series or class of the Guarantor's capital stock and (f) 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) if at such time (Ii) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) with the giving of notice or the lapse of time, or both, would constitute an "Event of Default" under the Indenture with respect to the Debentures and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (IIii) the Guarantor shall be in default with respect to its payment of any obligations under the GuaranteeGuarantee or (iii) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) with respect to the Debentures and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. (c) The Guarantor covenants and agrees (i) to maintain directly or indirectly 100% ownership of the Common Securities, provided that certain successors which are permitted by the Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) not to voluntarily dissolve terminate, wind-up or liquidate the Issuer, except (Aa) in connection with a distribution of the Debentures to the holders of the Preferred Securities in dissolution liquidation of the Issuer or (Bb) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement, (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Issuer to remain classified as a grantor trust and not as an association taxable as a corporation for United States Federal income tax purposes, (iv) for so long as Preferred Securities are outstanding, not to convert Debentures except pursuant to a notice of conversion delivered to the Conversion Agent (as defined in the Trust Agreement) by a Holder, (v) to maintain the reservation for issuance of the number of shares of Company Common Stock that would be required from time to time upon the conversion of all the Debentures then outstanding, (vi) to deliver shares of Company Common Stock upon an election by the Holders to convert such Preferred Securities into Company Common Stock and (vii) to honor all obligations described herein relating to the conversion or exchange of the Preferred Securities into or for Company Common Stock or Debentures.

Certain Covenants of the Guarantor. (a) Guarantor covenants and agrees that if and so long as (i) the Issuer is the holder of all the Debentures, (ii) a Tax Event (as defined in the Trust Agreement) in respect of the Issuer has occurred and is continuing and (iii) the Guarantor has elected, and has not revoked such election, to pay Additional Sums (as defined in the Trust Agreement) in respect of the Preferred Securities and Common Securities, the Guarantor will pay to the Issuer such Additional Sums. (b) The Guarantor covenants and agrees that it will not, and will not cause permit any subsidiary of the Guarantor to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any shares of the Guarantor's capital stock or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor that rank pari passu with or junior to the Debentures (other than (a) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Guarantor where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (b) redemptions or purchases of any rights pursuant to any stockholder rights agreement now the Shareholders Rights Plan (as defined in existence or subsequently entered into by the CompanyIndenture), or any successor to any such stockholder rights agreementShareholders Rights Plan, and the declaration of a dividend of such rights or the issuance of preferred stock under such plans in the future, (c) payments under this Guarantee Agreement, (d) purchases of Company Common Stock related to the issuance of Company Common Stock under any of the Guarantor's benefit plans for its directors, officers or employees, (e) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one series or class of the Guarantor's capital stock for another series or class of the Guarantor's capital stock and (f) 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) if at such time (Ix) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time, or both, would constitute an "Event of Default" under the Indenture with respect to the Debentures and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (IIy) the Guarantor shall be in default with respect to its payment of any obligations under the GuaranteeGuarantee or (z) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) with respect to the Debentures and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. (c) The Guarantor covenants and agrees (i) to maintain directly or indirectly 100% ownership of the Common Securities, provided that certain successors which are permitted by the Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) not to voluntarily dissolve terminate, wind-up or liquidate the Issuer, except (Aa) in connection with a distribution of the Debentures to the holders of the Preferred Securities in dissolution liquidation of the Issuer or (Bb) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement, (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Issuer to remain classified as a grantor trust and not as an association taxable as a corporation for United States Federal income tax purposes, (iv) for so long as Preferred Securities are outstanding, not to convert Debentures except pursuant to a notice of conversion delivered to the Conversion Agent (as defined in the Trust Agreement) by a Holder, (v) to maintain the reservation for issuance of the number of shares of Company Common Stock that would be required from time to time upon the conversion of all the Debentures then outstanding, (vi) to deliver shares of Company Common Stock upon an election by the Holders to convert such Preferred Securities into Company Common Stock and (vii) to honor all obligations described herein relating to the conversion or exchange of the Preferred Securities into or for Company Common Stock or Debentures.

Certain Covenants of the Guarantor. (a) a. Guarantor covenants and agrees that if and so long as (i) the Issuer is the holder of all the Series A Debentures, (ii) a Tax Event (as defined in the Trust Agreement) in respect of the Issuer has occurred and is continuing and (iii) the Guarantor has elected, and has not revoked such election, to pay Additional Sums (as defined in the Trust Agreement) in respect of the Preferred Securities and Common Securities, the Guarantor will pay to the Issuer such Additional Sums. (b) b. The Guarantor covenants and agrees that it will not, and will not cause any subsidiary of the Guarantor to, (i) 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 or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor that rank pari passu with or junior to the Series A Debentures (other than (a) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Guarantor where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (b) redemptions or purchases of any rights pursuant to any stockholder rights agreement now the Shareholder Rights Agreement (as defined in existence or subsequently entered into by the Company, or any successor to any such stockholder rights agreementIndenture), and the declaration of a dividend of such rights or the issuance of preferred stock Company Common Stock under such plans agreement in the future, (c) payments under this Guarantee AgreementAgreement and any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred securities issued by any trust or other issuer holding Debentures (as defined in the Indenture) of any series, (d) purchases of Company Common Stock related to the issuance of Company Common Stock under the Benefits Trust (as defined in the Indenture ) or any of the Guarantor's benefit plans for its directors, officers or employees, (e) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one series or class of the Guarantor's capital stock for another series or class of the Guarantor's capital stock and (f) 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) if at such time (Ii) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) with the giving of notice or the lapse of time, or both, would constitute an "Event of Default" under the Indenture with respect to the Series A Debentures and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (IIii) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (iii) the GuaranteeGuarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) with respect to the Series A Debentures and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. (c) c. The Guarantor covenants and agrees (i) to maintain directly or indirectly 100% ownership of the Common Securities, provided that certain successors which are permitted by the Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) not to voluntarily dissolve the Issuer, except (Aa) in connection with a distribution of the Series A Debentures to the holders of the Preferred Securities in dissolution of the Issuer or (Bb) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement, (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Issuer to remain classified as a grantor trust and not as an association taxable as a corporation for United States Federal income tax purposes, (iv) for so long as Preferred Securities are outstanding, not to convert Series A Debentures except pursuant to a notice of conversion delivered to the Conversion Agent (as defined in the Trust Agreement) by a Holder, (v) to maintain the reservation for issuance of the number of shares of Company Common Stock that would be required from time to time upon the conversion of all the Series A Debentures then outstanding, (vi) to deliver shares of Company Common Stock upon an election by the Holders to convert such Preferred Securities into Company Common Stock and (vii) to honor all obligations described herein relating to the conversion or exchange of the Preferred Securities into or for Company Common Stock or Series A Debentures.

Certain Covenants of the Guarantor. (a) Guarantor covenants and agrees that if and so long as (i) the Issuer is the holder of all the Debentures, (ii) a Tax Event (as defined in the Trust Agreement) in respect of the Issuer has occurred and is continuing and (iii) the Guarantor has elected, and has not revoked such election, to pay Additional Sums (as defined in the Trust Agreement) in respect of the Preferred Securities and Common Securities, the Guarantor will pay to the Issuer such Additional Sums. (b) The Guarantor covenants and agrees that it will not, and will not cause permit any subsidiary of the Guarantor to, to (i) 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 or (ii) make any payment of principalprincipal of, interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor that rank pari passu with by their terms permit deferral at the option of the Guarantor of scheduled payments of interest or junior to the Debentures principal (other than (aA) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Guarantor where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (b) redemptions or purchases of any rights pursuant to any stockholder rights agreement now in existence or subsequently entered into by the Company, or any successor to any such stockholder rights agreement, and the declaration of a dividend of such rights or the issuance of preferred stock under such plans in the future, (c) payments under this Guarantee Agreement, (dB) purchases of Company Common Stock the Guarantor's capital stock related to the issuance of Company Common Stock the Guarantor's capital stock under any of the Guarantor's benefit plans for its directors, officers or employees, (eC) as a result of a reclassification of the Guarantor's capital stock or the exchange ex change or conversion of one series or class of the Guarantor's capital stock for another series or class of the Guarantor's capital stock, including, without limitation, the conversion of the Guarantor's Class C common stock and its Series A convertible preferred stock into shares of the Guarantor's Class A common stock, and (fD) 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) if at such time (I1) there shall have occurred any event of which the Guarantor has actual knowledge that (Ax) with the giving of notice or the lapse of time, or both, would constitute an "Event of Default" under Default (as defined in the Indenture Indenture) with respect to the Debentures Senior Notes and (By) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (II2) the Guarantor shall be in default with respect to its payment of any obligations under the GuaranteeGuarantee or (3) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) with respect to the Senior Notes and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. (cb) The Guarantor covenants and agrees (i) to maintain directly or indirectly 100% ownership of the Common Securities, provided that certain successors which are permitted by the Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) not to voluntarily dissolve terminate, wind-up or liquidate the Issuer, except (A) in connection with a distribution of the Debentures Senior Notes to Holders in the holders event of the liquidation of the Issuer, (B) in connection with the redemption of all of the Preferred Securities in dissolution of the Issuer or (BC) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement, Agreement and (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Issuer to remain classified as a grantor trust and not as an association or publicly traded partnership taxable as a corporation for United States Federal income tax purposes, (iv) for so long as Preferred Securities are outstanding, not to convert Debentures except pursuant to a notice of conversion delivered to the Conversion Agent (as defined in the Trust Agreement) by a Holder, (v) to maintain the reservation for issuance of the number of shares of Company Common Stock that would be required from time to time upon the conversion of all the Debentures then outstanding, (vi) to deliver shares of Company Common Stock upon an election by the Holders to convert such Preferred Securities into Company Common Stock and (vii) to honor all obligations described herein relating to the conversion or exchange of the Preferred Securities into or for Company Common Stock or Debentures.

Certain Covenants of the Guarantor. (a) Guarantor covenants and agrees that if and so long as (i) the Issuer is the holder of all the Debentures, (ii) a Tax Event (as defined in the Trust Agreement) in respect of the Issuer has occurred and is continuing and (iii) the Guarantor has elected, and has not revoked such election, to pay Additional Sums (as defined in the Trust Agreement) in respect of the Preferred Securities and Common Securities, the Guarantor will pay to the Issuer such Additional Sums. (b) The Guarantor covenants and agrees that it will not, and will not cause any subsidiary of the Guarantor to, (i) 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 or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor that rank pari passu with or junior to the Debentures (other than (a) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Guarantor where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (b) redemptions or purchases of any rights pursuant to any stockholder rights agreement now Rights Agreement (as defined in existence or subsequently entered into by the Company, or any successor to any such stockholder rights agreement, Indenture) and the declaration of a dividend of such rights or the issuance of preferred stock under such plans in the future, (c) payments under this Guarantee Agreement, (d) purchases of Company Common Stock related to the issuance of Company Common Stock under any of the Guarantor's benefit plans for its directors, officers or employees, (e) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one series or class of the Guarantor's capital stock for another series or class of the Guarantor's capital stock and (f) 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) if at such time (Ii) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) with the giving of notice or the lapse of time, or both, would constitute an "Event of Default" under the Indenture with respect to the Debentures and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (IIii) the Guarantor shall be in default with respect to its payment of any obligations under the GuaranteeGuarantee or (iii) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) with respect to the Debentures and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. (c) The Guarantor covenants and agrees (i) to maintain directly or indirectly 100% ownership of the Common Securities, provided that certain successors which are permitted by the Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) not to voluntarily dissolve the Issuer, except (Aa) in connection with a distribution of the Debentures to the holders of the Preferred Securities in dissolution of the Issuer or (Bb) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement, (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Issuer to remain classified as a grantor trust and not as an association taxable as a corporation for United States Federal income tax purposes, (iv) for so long as Preferred Securities are outstanding, not to convert Debentures except pursuant to a notice of conversion delivered to the Conversion Agent (as defined in the Trust Agreement) by a Holder, (v) to maintain the reservation for issuance of the number of shares of Company Common Stock that would be required from time to time upon the conversion of all the Debentures then outstanding, (vi) to deliver shares of Company Common Stock upon an election by the Holders to convert such Preferred Securities into Company Common Stock and (vii) to honor all obligations described herein relating to the conversion or exchange of the Preferred Securities into or for Company Common Stock or Debentures.into

Certain Covenants of the Guarantor. (a) Guarantor covenants and agrees that if and so long as (i) the Issuer is the holder of all the Debentures, (ii) a Tax Event (as defined in the Trust AgreementDeclaration) in respect of the Issuer has occurred and is continuing and (iii) the Guarantor has elected, and has not revoked such election, to pay Additional Sums (as defined in the Trust AgreementDeclaration) in respect of the Preferred Common Securities and Common Preferred Securities, the Guarantor will pay to the Issuer such Additional Sums. (b) The Guarantor covenants and agrees that it will not, and will not cause permit any subsidiary of the Guarantor its subsidiaries to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation liquidation, payment with respect to, any of the Guarantor's capital stock or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor that rank pari passu with or junior to the Debentures (other than (aA) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Guarantor where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (b) redemptions or purchases of any rights pursuant to any stockholder rights agreement now in existence or subsequently entered into by the Company, or any successor to any such stockholder rights agreement, and the declaration of a dividend of such rights or the issuance of preferred stock under such plans in the future, (cB) payments under this Guarantee Agreement, (dC) purchases of Company Class A Common Stock related to the issuance of Company Class A Common Stock under any of the Guarantor's benefit plans for its directors, officers or employees, (eD) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one series or class of the Guarantor's capital stock for another series or class of the Guarantor's capital stock and (fE) 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) if at such time (I1) there shall have occurred and be continuing any event of which the Guarantor has actual knowledge that (A) that, with the giving of notice or the lapse of time, or both, would constitute an "Event of Default" under the Indenture with respect to the Debentures and Debentures, (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (II2) the Guarantor shall be in default with respect to its payment of any obligations under the GuaranteeGuarantee or (3) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) as provided in the Indenture with respect to the Debentures and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. (c) The Guarantor covenants and agrees (i) to maintain directly or indirectly 100% ownership of the Common Securities, provided that certain successors successor Persons in transactions which are permitted by Article 8 of the Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) not to voluntarily dissolve terminate, wind-up or liquidate the Issuer, except (A) in connection with a distribution of the Debentures to the holders of the Preferred Common Securities in dissolution liquidation of the Issuer or (B) in connection with certain mergers, consolidations or amalgamations permitted by the Trust AgreementDeclaration, (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust AgreementDeclaration, to cause the Issuer to remain classified as a grantor trust and not as an association taxable as a corporation Corporation for United States Federal income Income tax purposes, (iv) for so long as Preferred Common Securities are outstanding, not to convert Debentures except pursuant to a notice of conversion delivered to the Conversion Agent (as defined in the Trust AgreementDeclaration) by a Holder, (v) to maintain the reservation for issuance of the number of shares of Company Class A Common Stock that would be required from time to time upon the conversion of all the Debentures then outstanding, (vi) to deliver shares of Company Class A Common Stock upon an election by the Holders Holder to convert such Preferred Common Securities into Company or for Class A Common Stock Stock, and (vii) to honor all obligations described herein relating to the conversion or exchange of the Preferred Common Securities into or for Company Class A Common Stock or Debentures.

Certain Covenants of the Guarantor. (a) Guarantor covenants and agrees that if and so long as (i) the Issuer Trust is the holder of all the Debentures, (ii) a Tax Event (as defined in the Trust AgreementDeclaration of Trust) in respect of the Issuer Trust has occurred and is continuing and (iii) the Guarantor has elected, and has not revoked such election, to pay Additional Sums (as defined in the Trust AgreementDeclaration of Trust) in respect of the Preferred Securities and Common Securities, the Guarantor will pay to the Issuer Trust such Additional Sums. (b) The Guarantor covenants and agrees that it will not, and will not cause any subsidiary Subsidiary of the Guarantor to, (i) 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 or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor that rank pari passu with or junior to the Debentures (other than than, with respect to both (i) and (ii), (a) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Guarantor where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (b) redemptions or purchases of any rights pursuant to any stockholder rights agreement now in existence or subsequently entered into by payments under the Company, or any successor to any such stockholder rights agreement, and the declaration of a dividend of such rights or the issuance of preferred stock under such plans in the futureGuarantee Agreement, (c) payments under this Guarantee Agreement, (d) purchases of Company Common Stock related to the issuance of Company Common Stock under any of the Guarantor's benefit plans for its directors, officers or employees, (ed) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one series or class of the Guarantor's capital stock for another series or class of the Guarantor's capital stock and (fe) 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) if at such time (Ix) there shall have occurred and be continuing any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time, or both, would constitute an "a Debenture Event of Default" under the Indenture with respect to the Debentures and , (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (IIy) the Guarantor shall be in default with respect to its payment of any obligations under the GuaranteeGuarantee Agreement or (z) the Guarantor shall have given notice of its exercise of its right to defer the payment of amounts under the Debenture as provided in the Indenture and shall not have rescinded such notice, or such deferral period, or any extension thereof, shall be continuing; provided, that, in the case of the immediately preceding clause (z), the Guarantor will be allowed to declare and pay dividends on its Series A Preferred Stock. (c) The Guarantor covenants and agrees for so long as Preferred Securities are outstanding (i) not to convert Debentures except pursuant to a notice of conversion delivered to the Conversion Agent by a holder of Preferred Securities, (ii) to maintain directly or indirectly 100% ownership of the Common Securities, provided that certain successors which are permitted by pursuant to the Indenture may succeed to the Guarantor's ownership of the Common Securities, provided further that Guarantor may pledge the Common Securities to First United National Bank as Administrative Agent under the Security Agreement related to the credit facility with such agent and other lenders, (iiiii) not to voluntarily dissolve dissolve, wind-up, liquidate or terminate the IssuerTrust, except (Aa) in connection with a distribution the exchange of the Debentures to the holders of the Preferred Securities in dissolution of the Issuer or (B) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement, (iii) to use its reasonable efforts, consistent with the terms and provisions liquidation of the Trust Agreement, to cause the Issuer to remain classified as a grantor trust and not as an association taxable as a corporation for United States Federal income tax purposes, (iv) for so long as Preferred Securities are outstanding, not to convert Debentures except pursuant to a notice of conversion delivered to the Conversion Agent (as defined in the Trust Agreement) by a Holder, (v) to maintain the reservation for issuance of the number of shares of Company Common Stock that would be required from time to time upon the conversion redemption of all the Debentures then outstanding, (vi) to deliver shares of Company Common Stock upon an election by the Holders to convert such outstanding Preferred Securities into Company Common Stock and (vii) to honor all obligations described herein relating to the conversion or exchange of the Preferred Securities into or for Company Common Stock or Debentures.Securities

Certain Covenants of the Guarantor. (a) Guarantor covenants and agrees that if and so long as (i) the Issuer is the holder of all the Debentures, (ii) a Tax Event (as defined in the Trust AgreementDeclaration) in respect of the Issuer has occurred and is continuing and (iii) the Guarantor has elected, and has not revoked such election, to pay Additional Sums (as defined in the Trust AgreementDeclaration) in respect of the Preferred Securities and Common Securities, the Guarantor will pay to the Issuer such Additional Sums. (b) The Guarantor covenants and agrees that it will not, and will not cause any subsidiary of the Guarantor to, (i) 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 its Capital Stock (except for (x) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of its Capital Stock and conversions or exchanges of Common Stock of one class for Common Stock of another class and (y) redemptions or purchases of any rights pursuant to a rights agreement and the Guarantor's capital stock issuance of Capital Stock pursuant to such rights) or (ii) make any payment payments of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor Company that rank pari passu PARI PASSU with or junior to the Debentures (other than (au) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Guarantor Company where the payment is made by way of securities (including capital stockCapital Stock) that rank pari passu PARI PASSU with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (b) redemptions or purchases of any rights pursuant to any stockholder rights agreement now in existence or subsequently entered into by the Company, or any successor to any such stockholder rights agreement, and the declaration of a dividend of such rights or the issuance of preferred stock under such plans in the future, (cv) payments under this Guarantee AgreementAgreement or the Common Securities Guarantee, (dw) purchases of Company Common Stock related to the issuance of Company Common Stock under any of the GuarantorCompany's benefit plans for its directors, officers or employees, (ex) as a result of a reclassification of the GuarantorCompany's capital stock Capital Stock or the exchange or conversion of one series or class of the GuarantorCompany's capital stock Capital Stock for another series or class of the GuarantorCompany's capital stock and Capital Stock, (fy) the purchase of fractional interests in shares of the GuarantorCompany's capital stock Capital Stock pursuant to the conversion or exchange provisions of such capital stock Capital Stock or the security being converted or exchangedexchanged and (z) redemptions or purchases of any rights pursuant to a rights agreement and the issuance of Capital Stock pursuant to such rights) if at such time (Ii) for any distribution period, full distributions on a cumulative basis on any Trust Securities have not been paid, (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) with the giving of notice or the lapse of time, or both, would constitute an "Event of Default" under the Subordinated Indenture with respect to the Debentures and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (IIiii) the Guarantor shall be in default with respect to its payment of any obligations under the GuaranteeGuarantee or the Common Securities Guarantee or (iv) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Subordinated Indenture) with respect to the Debentures and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. (c) The Guarantor covenants and agrees (i) to maintain directly or indirectly 100% ownership of the Common Securities, provided that certain successors which are permitted by the Subordinated Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) not to voluntarily dissolve terminate, wind-up or liquidate the Issuer, except (Aa) in connection with a distribution of the Debentures to the holders of the Preferred Securities in dissolution of the Issuer Issuer, (b) the redemption of the Preferred Securities or (Bc) in connection with certain mergers, consolidations or amalgamations permitted by the Trust AgreementDeclaration, (iii) to use its commercially reasonable efforts, consistent with the terms and provisions of the Trust AgreementDeclaration, to cause the Issuer to remain classified as a grantor trust and not as an association taxable as a corporation for United States Federal income tax purposes, (iv) for so long as Preferred Securities are outstanding, not to convert Debentures except pursuant to a notice of conversion delivered to the Conversion Agent (as defined in the Trust AgreementDeclaration) by a Holder, (v) to maintain the reservation for issuance of the number of shares of Company Common Stock that would be required from time to time upon the conversion of all the Debentures then outstanding, (vi) to deliver shares of Company Common Stock upon an election by the Holders to convert such Preferred Securities into Company Common Stock and (vii) to honor all obligations described herein relating to the conversion or exchange of the Preferred Securities into or for Company Common Stock or Debentures.

Certain Covenants of the Guarantor. (a) Guarantor covenants and agrees that if and so long as (i) the Issuer is the holder of all the Debentures, (ii) a Tax Event (as defined in the Trust AgreementDeclaration of Trust) in respect of the Issuer has occurred and is continuing and (iii) the Guarantor has elected, and has not revoked such election, to pay Additional Sums (as defined in the Trust AgreementDeclaration of Trust) in respect of the Preferred Securities and Common Securities, the Guarantor will pay to the Issuer such Additional Sums. (b) The Guarantor covenants and agrees that it will not, and will not cause permit any subsidiary of the Guarantor to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any shares of the Guarantor's capital stock or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor that rank pari passu PARI PASSU with or junior to the Debentures (other than (a) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Guarantor where the payment is made by way of securities (including capital stock) that rank pari passu PARI PASSU with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (b) redemptions or purchases of any rights pursuant to any stockholder rights agreement now the Shareholders Rights Plan (as defined in existence or subsequently entered into by the CompanyIndenture), or any successor to any such stockholder rights agreementShareholders Rights Plan, and the declaration of a dividend of such rights or the issuance of preferred stock under such plans in the future, (c) payments under this Guarantee Agreement, (d) purchases of Company Common Stock related to the issuance of Company Common Stock under any of the Guarantor's benefit plans for its directors, officers or employees, (e) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one series or class of the Guarantor's capital stock for another series or class of the Guarantor's capital stock and (f) 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) if at such time (Ix) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time, or both, would constitute an "Event of Default" under the Indenture with respect to the Debentures and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (IIy) the Guarantor shall be in default with respect to its payment of any obligations under the GuaranteeGuarantee or (z) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) with respect to the Debentures and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. (c) The Guarantor covenants and agrees (i) to maintain directly or indirectly 100% ownership of the Common Securities, provided that certain successors which are permitted by the Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) not to voluntarily dissolve terminate, wind-up or liquidate the Issuer, except (Aa) in connection with a distribution of the Debentures to the holders of the Preferred Securities in dissolution liquidation of the Issuer or (Bb) in connection with certain mergers, consolidations or amalgamations permitted by the Trust AgreementDeclaration of Trust, (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust AgreementDeclaration of Trust, to cause the Issuer to remain classified as a grantor trust and not as an association taxable as a corporation for United States Federal income tax purposes, (iv) for so long as Preferred Securities are outstanding, not to convert Debentures except pursuant to a notice of conversion delivered to the Conversion Agent (as defined in the Trust AgreementDeclaration of Trust) by a Holder, [(v) to maintain the reservation for issuance of the number of shares of Company Common Stock that would be required from time to time upon the conversion of all the Debentures then outstanding, (vi) to deliver shares of Company Common Stock upon an election by the Holders to convert such Preferred Securities into Company Common Stock Stock] and (vii) to honor all obligations described herein relating to the conversion or exchange of the Preferred Securities into or for Company [Common Stock or or] Debentures.

Certain Covenants of the Guarantor. (a) Guarantor covenants and agrees that if and so long as (i) the Issuer is the holder of all the Debentures, (ii) a Tax Event (as defined in the Trust AgreementDeclaration of Trust) in respect of the Issuer has occurred and is continuing and (iii) the Guarantor has elected, and has not revoked such election, to pay Additional Sums (as defined in the Trust AgreementDeclaration of Trust) in respect of the Preferred Securities and Common Securities, the Guarantor will pay to the Issuer such Additional Sums. (b) The So long as any Preferred Securities remain outstanding, the Guarantor covenants and agrees that it will not, and will not cause any subsidiary of the Guarantor to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a distribution or liquidation payment with respect to, any of the Guarantor's its capital stock or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor that rank pari passu with or junior to the Debentures (other than (a) any dividenddividends or distributions in shares of, redemptionor options, liquidationwarrants, interestrights to subscribe for or purchase shares of, principal or guarantee payment by common stock of the Guarantor where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being madeGuarantor, (b) redemptions or purchases of any rights pursuant to any stockholder rights agreement now in existence or subsequently entered into by the Company, or any successor to any such stockholder rights agreement, and the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of preferred stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee Agreement, (d) purchases of Company Common Stock related to the issuance of Company Common Stock under any of the Guarantor's benefit plans for its directors, officers or employees, (e) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series or class of the Guarantor's capital stock for another class or series or class of the Guarantor's capital stock stock, (d) the payment of accrued dividends and (f) 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 (e) purchases of the Guarantor's common stock related to the issuance of the Guarantor's common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees, any dividend reinvestment plans or stock purchase plans of the Guarantor, or any of the benefit plans of any of the Guarantor's Affiliates, for such Affiliate's directors, officers or employees) or make any guarantee payment with respect thereto, if at such time (Ii) the Guarantor be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time, or both, would constitute an "Event of Default" under the Indenture with respect to the Debentures and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, cure or (IIiii) the Guarantor shall be have given notice of its election of an extension period (as provided in default with respect to its payment of the Indenture) and such period, or any obligations under the Guaranteeextension thereof, is continuing. (c) The Guarantor covenants and agrees (i) to maintain directly or indirectly 100% ownership of the Common Securities, provided that certain successors which are permitted by the Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) not to voluntarily dissolve terminate, wind-up or liquidate the Issuer, except (Aa) in connection with a distribution of the Debentures to the holders of the Preferred Securities in dissolution liquidation of the Issuer or (Bb) in connection with certain mergers, consolidations or amalgamations permitted by the Trust AgreementDeclaration of Trust, (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust AgreementDeclaration of Trust, to cause the Issuer to remain classified as a grantor trust and not as an association taxable as a corporation for United States Federal income tax purposes, [(iv) for so 16 long as Preferred Securities are outstanding, not to convert Debentures except pursuant to a notice of conversion delivered to the Conversion Agent (as defined in the Trust AgreementDeclaration of Trust) by a Holder, (v) to maintain the reservation for issuance of the number of shares of Company Common Stock that would be required from time to time upon the conversion of all the Debentures then outstanding, (vi) to deliver shares of Company Common Stock upon an election by the Holders to convert such Preferred Securities into Company Common Stock Stock] and (vii) to honor all obligations described herein relating to [the conversion conversion] or exchange of the Preferred Securities into or for Company [Common Stock or or] Debentures.

Certain Covenants of the Guarantor. (a) The Guarantor covenants and agrees that if and so long as (i) the Issuer is the holder of all the DebenturesDebt Securities, (ii) a Tax Event (as defined in the Trust AgreementDeclaration of Trust) in respect of the Issuer has occurred and is continuing and (iii) the Guarantor has elected, and has not revoked such election, to pay Additional Sums (as defined in the Trust AgreementDeclaration of Trust) in respect of the Preferred Securities and Common Securities, the Guarantor will pay to the Issuer such Additional Sums. (b) The Guarantor covenants and agrees that it will not, and will not cause any subsidiary of the Guarantor to, (i) declare or pay any dividends on or make any distributions onwith respect to, or redeem, purchase, acquire, or make a liquidation payment with respect to, any shares of the Guarantor's capital stock or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities Debt Securities (including guarantees of indebtedness for money borrowed) of the Guarantor that rank pari passu with or junior to the Debentures Debt Securities as to the payment of dividends or distribution of assets upon liquidation (other than than, in the case of either clause (i) or clause (ii), (a) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Guarantor where the payment is made by way of securities (including capital stock) that rank pari passu with or junior with respect to the payment of dividends or distribution of assets upon liquidation to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (b) redemptions or purchases of any rights pursuant to any stockholder rights agreement now in existence or subsequently entered into by the Company, or any successor to any such stockholder rights agreement, and the declaration of a dividend of such rights or the issuance of preferred stock payments under such plans in the futurethis Agreement, (c) payments under this Guarantee Agreement, (d) purchases of Company Common Stock related to the issuance of Company Common Stock under any of the Guarantor's benefit plans for its directors, officers or employees, (ed) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one series or class of the Guarantor's capital stock for another series or class of the Guarantor's capital stock stock, (e) issuance of Common Stock upon the retraction of Exchangeable Shares issued by Bowater Canada Inc. and (f) 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) if at such time (Ix) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time, or both, would constitute an "Event of Default" under the Indenture with respect to the Debentures Debt Securities and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (IIy) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee or (z) the GuaranteeGuarantor shall have given notice of its selection of any extension period under the terms of the Indenture with respect to the Debt Securities and shall not have rescinded such notice, or such extension period, or any extension thereof, shall be continuing. (c) The Guarantor covenants and agrees (i) to maintain directly or indirectly 100% ownership of the Common Securities, provided that certain successors which are permitted by the Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) not to voluntarily dissolve terminate, wind-up or liquidate the Issuer, except (Aa) in connection with a distribution of the Debentures Debt Securities to the holders of the Preferred Securities in dissolution of the Issuer or (Bb) in connection with certain mergers, consolidations or amalgamations permitted by the Trust AgreementDeclaration of Trust, (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust AgreementDeclaration of Trust, to cause the Issuer to remain classified as a grantor trust and not as an association taxable as a corporation for United States Federal income tax purposes, (iv) for so long as Preferred Securities are outstanding, not to convert Debentures Debt Securities except pursuant to a notice of conversion delivered to the Conversion Agent (as defined in the Trust AgreementDeclaration of Trust) by a Holder, [(v) if the Preferred Securities or Debt Securities are convertible into Common Stock (a) to maintain the reservation for issuance of the number of shares of Company Common Stock Stock, if any, that would be required from time to time upon the conversion of all the Debentures Debt Securities or Preferred Securities then outstanding, outstanding and (vib) to deliver shares of Company Common Stock upon an election by the Holders to convert such Preferred Securities into Company Common Stock Stock], and (viivi) to honor all any obligations described herein relating to the conversion or exchange of the Preferred Securities into or for Company Common Stock or DebenturesDebt Securities.