Common use of Dividends, Distributions and Payments Clause in Contracts

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

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

Dividends, Distributions and Payments. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (a) 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 ’s Equity Interests (as defined in the Indenture), (b) vote in favor of or permit or otherwise allow any of its Subsidiaries (as defined in the Indenture) to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any of such Subsidiary’s Equity Interests entitling the holders thereof to a stated rate of return other than dividends or distributions on Equity Interests payable to the Guarantor or any Subsidiary thereof (for the avoidance of doubt, whether such Equity Interests are perpetual or otherwise), or (bc) make any payment of principal of or any interest or premium on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities junior subordinated notes issued by the Guarantor pursuant to the Indenture (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Guarantor in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with (2) a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with (3) the issuance of capital stock Equity Interests of the Guarantor (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the Guarantor's capital stock ’s Equity Interests (or any capital stock Equity Interests of a subsidiary Subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock ’s Equity Interests or any class of series of the Guarantor's ’s indebtedness for any class or series of the Guarantor's capital stock’s Equity Interests, (iii) the purchase of fractional interests in shares Equity Interests of the Guarantor's capital stock Guarantor pursuant to the conversions conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock Equity Interests or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is are the same stock Equity Interests as that those on which the dividend is being paid or ranks rank pari passu with or junior to such stockEquity Interests).

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

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

Dividends, Distributions and Payments. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (a) 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 Equity Interests (as defined in the Indenture), (b) vote in favor of or permit or otherwise allow any of its Subsidiaries (as defined in the Indenture) to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any of such Subsidiary's Equity Interests entitling the holders thereof to a stated rate of return other than dividends or distributions on Equity Interests payable to the Guarantor or any Subsidiary thereof (for the avoidance of doubt, whether such Equity Interests are perpetual or otherwise), or (bc) make any payment of principal of or any interest or premium on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities junior subordinated notes issued by the Guarantor pursuant to the Indenture (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Guarantor in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with (2) a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with (3) the issuance of capital stock Equity Interests of the Guarantor (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the Guarantor's capital stock Equity Interests (or any capital stock Equity Interests of a subsidiary Subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock Equity Interests or any class of series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stockEquity Interests, (iii) the purchase of fractional interests in shares Equity Interests of the Guarantor's capital stock Guarantor pursuant to the conversions conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock Equity Interests or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is are the same stock Equity Interests as that those on which the dividend is being paid or ranks rank pari passu with or junior to such stockEquity Interests).

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

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

Dividends, Distributions and Payments. So long as any Notes or Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuingDefault, then the Parent Guarantor may shall not and shall not permit the Company to (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make liquidation payment with respect to, any of the Guarantor's its respective capital stock (other than payments of dividends or distributions by the Company to the Parent Guarantor, its successor or any of its Subsidiaries, provided that such Subsidiary is wholly-owned, directly or indirectly, by the Parent Guarantor) or (b) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company or the Parent Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities Notes (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company or the Parent Guarantor by either the Company or the Parent Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or of more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company or the Parent Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the Company’s or the Parent Guarantor's ’s capital stock (or any capital stock of a subsidiary of either the Company or the Parent Guarantor) for any class or series of the Company’s or the Parent Guarantor's ’s capital stock or any class of series of the Company’s or the Parent Guarantor's ’s indebtedness for any class or series of the Company’s or the Parent Guarantor's ’s capital stock, (iii) the purchase of fractional interests in shares of the Company’s or the Parent Guarantor's ’s capital stock pursuant to the conversions conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockstock or (vi) dividends up to such amounts as may be required to maintain the Parent Guarantor’s status as a real estate investment trust under the Internal Revenue Code).

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

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

Dividends, Distributions and Payments. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (a) 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 ’s Equity Interests (as defined in the Indenture), (b) vote in favor of or permit or otherwise allow any of its Subsidiaries (as defined in the Indenture) to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any of such Subsidiary’s Equity Interests entitling the holders thereof to a stated rate of return (for the avoidance of doubt, whether such Equity Interests are perpetual or otherwise), or (bc) make any payment of principal of or any interest or premium on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Guarantor in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with (2) a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with (3) the issuance of capital stock Equity Interests of the Guarantor (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the Guarantor's capital stock ’s Equity Interests (or any capital stock Equity Interests of a subsidiary Subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock ’s Equity Interests or any class of series of the Guarantor's ’s indebtedness for any class or series of the Guarantor's capital stock’s Equity Interests, (iii) the purchase of fractional interests in shares Equity Interests of the Guarantor's capital stock Guarantor pursuant to the conversions or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock Equity Interests or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is the same stock Equity Interests as that on which the dividend is being paid or ranks pari passu with or junior to such stockEquity Interests).

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

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

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

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

Dividends, Distributions and Payments. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (a) 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 ’s Equity Interests (as defined in the Indenture), (b) vote in favor of or permit or otherwise allow any of its Subsidiaries (as defined in the Indenture) to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any of such Subsidiary’s Equity Interests entitling the holders thereof to a stated rate of return other than dividends or distributions on Equity Interests payable to the Guarantor or any Subsidiary thereof (for the avoidance of doubt, whether such Equity Interests are perpetual or otherwise), or (bc) make any payment of principal of or any interest or premium on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities junior subordinated notes issued by the Guarantor pursuant to the Indenture (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Guarantor in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with (2) a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with (3) the issuance of capital stock Equity Interests of the Guarantor (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the occurrence of such applicable Event of Default or the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the Guarantor's capital stock ’s Equity Interests (or any capital stock Equity Interests of a subsidiary Subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock ’s Equity Interests or any class of series of the Guarantor's ’s indebtedness for any class or series of the Guarantor's capital stock’s Equity Interests, (iii) the purchase of fractional interests in shares Equity Interests of the Guarantor's capital stock Guarantor pursuant to the conversions conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock Equity Interests or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is are the same stock Equity Interests as that those on which the dividend is being paid or ranks rank pari passu with or junior to such stockEquity Interests).

Dividends, Distributions and Payments. So long as any Notes or Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuingDefault, then the Parent Guarantor may shall not and shall not permit the Company to (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make liquidation payment with respect to, any of the Guarantor's its respective capital stock (other than payments of dividends or distributions by the Company to the Parent Guarantor, its successor or any of its Subsidiaries, provided that such Subsidiary is wholly-owned, directly or indirectly, by the Parent Guarantor) or (b) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company or the Parent Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities Notes (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company or the Parent Guarantor by either the Company or the Parent Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or of more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company or the Parent Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension PeriodDefault, (ii) as a result of an exchange or conversion of any class or series of the Company's or the Parent Guarantor's capital stock (or any capital stock of a subsidiary of either the Company or the Parent Guarantor) for any class or series of the Company's or the Parent Guarantor's capital stock or any class of series of the Company's or the Parent Guarantor's indebtedness for any class or series of the Company's or the Parent Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Company's or the Parent Guarantor's capital stock pursuant to the conversions conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

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

Dividends, Distributions and Payments. So long as any Notes or Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period (as provided for such term is defined herein and in the Indenture and such period, or any extension thereof, shall have commenced and be continuingIndenture), then the Parent Guarantor may shall not and shall not permit the Company to (ai) 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 or the Parent Guarantor's capital ’s Equity Interests (as defined in the Indenture), except only to the extent necessary to maintain the Parent Guarantor’s status as a real estate investment trust under the Code, provided such distributions to maintain the Parent Guarantor’s status as a real estate investment trust under the Code may not be made in any event if there has occurred (x) an Event of Default described in clauses (a), (b), (e) or (f) of Section 5.1 of the Indenture or (y) any Event of Default with respect to which acceleration of principal has been triggered pursuant to Section 5.2 of the Indenture, or (z) an Event of Default triggered by a breach of Section 10.6(e) of the Indenture, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries (as defined in the Indenture) (other than wholly-owned subsidiaries) to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of any such Subsidiary’s preferred stock or other Equity Interests entitling the holders thereof to a stated rate of return (for the avoidance of doubt, whether such preferred stock or other Equity Interests are perpetual or otherwise), except only to the extent necessary to maintain the Parent Guarantor’s status as a real estate investment trust under the Code, provided such distributions to maintain the Parent Guarantor’s status as a real estate investment trust under the Code may not be made in any event if there has occurred (x) an Event of Default described in clauses (a), (b), (e) or (f) of Section 5.1 of the Indenture or (y) any Event of Default with respect to which acceleration of principal has been triggered pursuant to Section 5.2 of the Indenture, or (z) an Event of Default triggered by a breach of Section 10.6(e) of the Indenture, (iii) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company or the Parent Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities (as defined in the Indenture) (other than (iA) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company or the Parent Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with the issuance of capital stock Equity Interests of the Company or the Parent Guarantor (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension PeriodDefault, (iiB) as a result of an exchange exchange, conversion, reclassification or conversion combination of any class or series of the Company’s or the Parent Guarantor's capital stock ’s Equity Interests (or any capital stock Equity Interests of a subsidiary Subsidiary of either the Company or the Parent Guarantor) for any class or series of the Company’s or the Parent Guarantor's capital stock ’s Equity Interests or of any class of or series of the Company’s or the Parent Guarantor's ’s indebtedness for any class or series of the Company’s or the Parent Guarantor's capital stock’s Equity Interests, (iiiC) the purchase of fractional interests in shares Equity Interests of the Guarantor's capital stock Company or the Parent Guarantor pursuant to the conversions conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (ivD) any declaration of a dividend in connection with any rights planRights Plan (as defined in the Indenture), the issuance of rights, stock Equity Interests or other property under any rights plan Rights Plan or the redemption or repurchase of rights pursuant thereto, thereto or (vE) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is the same stock Equity Interests as that on which the dividend is being paid or ranks pari passu with or junior to such stockEquity Interests).

Dividends, Distributions and Payments. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (a) 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 Equity Interests (as defined in the Indenture), (b) vote in favor of or permit or otherwise allow any of its Subsidiaries (as defined in the Indenture) to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any of such Subsidiary's Equity Interests entitling the holders thereof to a stated rate of return other than dividends or distributions on Equity Interests payable to the Company or any Subsidiary thereof (for the avoidance of doubt, whether such Equity Interests are perpetual or otherwise), or (bc) make any payment of principal of or any interest or premium on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Guarantor in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with (2) a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with (3) the issuance of capital stock Equity Interests of the Guarantor (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the Guarantor's capital stock Equity Interests (or any capital stock Equity Interests of a subsidiary Subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock Equity Interests or any class of series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stockEquity Interests, (iii) the purchase of fractional interests in shares Equity Interests of the Guarantor's capital stock Guarantor pursuant to the conversions or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock Equity Interests or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is the same stock Equity Interests as that on which the dividend is being paid or ranks pari passu with or junior to such stockEquity Interests).

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

Dividends, Distributions and Payments. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (a) 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 Equity Interests (as defined in the Indenture), (b) vote in favor of or permit or otherwise allow any of its Subsidiaries (as defined in the Indenture) to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any of such Subsidiary's Equity Interests entitling the holders thereof to a stated rate of return other than dividends or distributions on Equity Interests payable to the Company or any Subsidiary thereof (for the avoidance of doubt, whether such Equity Interests are perpetual or otherwise), or (bc) make any payment of principal of or any interest or premium on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities junior subordinated notes issued by the Guarantor pursuant to the Indenture (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Guarantor in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with (2) a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with (3) the issuance of capital stock Equity Interests of the Guarantor (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the Guarantor's capital stock Equity Interests (or any capital stock Equity Interests of a subsidiary Subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock Equity Interests or any class of series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stockEquity Interests, (iii) the purchase of fractional interests in shares Equity Interests of the Guarantor's capital stock Guarantor pursuant to the conversions or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock Equity Interests or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is the same stock Equity Interests as that on which the dividend is being paid or ranks pari passu with or junior to such stockEquity Interests).

Dividends, Distributions and Payments. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not not, unless waived by the requisite holders of the Preferred Securities and the requisite holders of the Notes in accordance with Section 10.7 of the Indenture, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make liquidation payment with respect to, any of the Guarantor's ’s capital stock or (b) make any payment of principal of or any interest or premium on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the Guarantor's ’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's ’s capital stock or any class of series of the Guarantor's ’s indebtedness for any class or series of the Guarantor's ’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's ’s capital stock pursuant to the conversions or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Dividends, Distributions and Payments. So long as any Notes or Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor Company shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Parent Guarantor may shall not and shall not permit the Company to (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make liquidation payment with respect to, any of the Guarantor's its respective capital stock (other than payments of dividends or distributions by the Company to the Parent Guarantor, its successor or any of its Subsidiaries, provided that such Subsidiary is wholly-owned, directly or indirectly, by the Parent Guarantor) or (b) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company or the Parent Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities Notes (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company or the Parent Guarantor by either the Company or the Parent Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or of more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company or the Parent Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the Company’s or the Parent Guarantor's ’s capital stock (or any capital stock of a subsidiary of either the Company or the Parent Guarantor) for any class or series of the Company’s or the Parent Guarantor's ’s capital stock or any class of series of the Company’s or the Parent Guarantor's ’s indebtedness for any class or series of the Company’s or the Parent Guarantor's ’s capital stock, (iii) the purchase of fractional interests in shares of the Company’s or the Parent Guarantor's ’s capital stock pursuant to the conversions conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

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

Dividends, Distributions and Payments. So long as any Notes or Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default hereunder or an "Event of Default" under the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuingIndenture, then the Parent Guarantor may shall not (ai) 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 Equity Interests (as defined in the Indenture), (ii) vote in favor of or permit or otherwise allow any of the subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of any such subsidiary's preferred stock or other Equity Interests entitling the holders thereof to a stated rate of return (bfor the avoidance of doubt, whether such preferred stock or other Equity Interests are perpetual or otherwise), or (iii) allow the Company to make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor Company that rank pari passu in all respects with or junior in interest to the Preferred Securities (Notes, except with respect to pari passu debt, payments made on a pari passu basis with payments made with respect to the Notes, other than than, in the case of (i) and (ii) (A) repurchases, redemptions or other acquisitions of shares of capital stock or other Equity Interests of the Parent Guarantor or any subsidiary in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan (or similar equity purchase plan) or in connection with the issuance of capital stock or other Equity Interests of the Parent Guarantor or any subsidiary (or securities convertible into or exercisable for such capital stockstock or Equity Interests) as consideration in an acquisition transaction entered into prior to the occurrence of such applicable Event of Default or the applicable Extension PeriodDefault, (iiB) as a result of an exchange or conversion of any class or series of the Guarantor's capital stock (or Equity Interests of the Parent Guarantor or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or Equity Interests of the Parent Guarantor or any subsidiary or of any class of or series of the Guarantor's indebtedness of the Parent Guarantor or any subsidiary for any class or series of the Guarantor's capital stockstock or other Equity Interests of the Parent Guarantor or any subsidiary, (iiiC) the purchase of fractional interests in shares of the Guarantor's capital stock or other Equity Interests of the Parent Guarantor or any subsidiary pursuant to the conversions conversion or exchange provisions of such capital stock stock, other Equity Interests or the security being converted or exchanged, (ivD) any declaration of a dividend in connection with any rights planRights Plan, the issuance of rights, stock or other property under any rights plan Rights Plan or the redemption or repurchase of rights pursuant thereto, or (vE) any dividend in the form of stock, Equity Interests, warrants, options or other rights where the dividend stock or Equity Interests or the stock or Equity Interests issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Dividends, Distributions and Payments. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (a) 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 ’s Equity Interests (as defined in the Indenture), (b) vote in favor of or permit or otherwise allow any of its Subsidiaries (as defined in the Indenture) to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any of such Subsidiary’s Equity Interests entitling the holders thereof to a stated rate of return other than dividends or distributions on Equity Interests payable to the Company or any Subsidiary thereof (for the avoidance of doubt, whether such Equity Interests are perpetual or otherwise), or (bc) make any payment of principal of or any interest or premium on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities junior subordinated notes issued by the Guarantor pursuant to the Indenture (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Guarantor in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with (2) a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with (3) the issuance of capital stock Equity Interests of the Guarantor (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the Guarantor's capital stock ’s Equity Interests (or any capital stock Equity Interests of a subsidiary Subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock ’s Equity Interests or any class of series of the Guarantor's ’s indebtedness for any class or series of the Guarantor's capital stock’s Equity Interests, (iii) the purchase of fractional interests in shares Equity Interests of the Guarantor's capital stock Guarantor pursuant to the conversions or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock Equity Interests or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is the same stock Equity Interests as that on which the dividend is being paid or ranks pari passu with or junior to such stockEquity Interests).

Dividends, Distributions and Payments. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Company Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the neither Guarantor may not shall (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make liquidation payment with respect to, any of the such Guarantor's ’s capital stock (other than payments of dividends or distributions by the Company Guarantor to either of the Parent Guarantor or its successor or any subsidiary of the Parent Guarantor, provided that such subsidiary is wholly-owned, directly or indirectly, by the Parent Guarantor) or (b) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the such Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities Notes (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the such Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or of more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the such Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the such Guarantor's ’s capital stock (or any capital stock of a subsidiary of the such Guarantor) for any class or series of the such Guarantor's ’s capital stock or any class of series of the such Guarantor's ’s indebtedness for any class or series of the such Guarantor's ’s capital stock, (iii) the purchase of fractional interests in shares of the such Guarantor's ’s capital stock pursuant to the conversions conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Dividends, Distributions and Payments. So long as any Notes or Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuingDefault, then the Parent Guarantor may shall not and shall not permit the Company to (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make liquidation payment with respect to, any of the Guarantor's its respective capital stock (other than payments of dividends or distributions by the Company to the Parent Guarantor, its successor or any of its Subsidiaries, provided that such Subsidiary is wholly-owned, directly or indirectly, by the Parent Guarantor) or (b) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company or the Parent Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities Notes (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company or the Parent Guarantor by either the Company or the Parent Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or of more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company or the Parent Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the Company’s or the Parent Guarantor's ’s capital stock (or any capital stock of a subsidiary of either the Company or the Parent Guarantor) for any class or series of the Company’s or the Parent Guarantor's ’s capital stock or any class of series of the Company’s or the Parent Guarantor's ’s indebtedness for any class or series of the Company’s or the Parent Guarantor's ’s capital stock, (iii) the purchase of fractional interests in shares of the Company’s or the Parent Guarantor's ’s capital stock pursuant to the conversions conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, thereto or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

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

Dividends, Distributions and Payments. So long as any Trust Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (a) 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 ’s Equity Interests (as defined in the Indenture), (b) vote in favor of or permit or otherwise allow any of its Subsidiaries (as defined in the Indenture) to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any of such Subsidiary’s Equity Interests entitling the holders thereof to a stated rate of return other than dividends or distributions on Equity Interests payable to the Guarantor or any Subsidiary thereof (for the avoidance of doubt, whether such Equity Interests are perpetual or otherwise), or (bc) make any payment of principal of or any interest or premium on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities junior subordinated notes issued by the Guarantor pursuant to the Indenture (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Guarantor in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with (2) a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with (3) the issuance of capital stock Equity Interests of the Guarantor (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the Guarantor's capital stock ’s Equity Interests (or any capital stock Equity Interests of a subsidiary Subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock ’s Equity Interests or any class of series of the Guarantor's ’s indebtedness for any class or series of the Guarantor's capital stock’s Equity Interests, (iii) the purchase of fractional interests in shares Equity Interests of the Guarantor's capital stock Guarantor pursuant to the conversions conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock Equity Interests or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is are the same stock Equity Interests as that those on which the dividend is being paid or ranks rank pari passu with or junior to such stockEquity Interests).

Dividends, Distributions and Payments. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (a) 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 ’s Equity Interests (as defined in the Indenture), (b) vote in favor of or permit or otherwise allow any of its Subsidiaries (as defined in the Indenture) to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any of such Subsidiary’s Equity Interests entitling the holders thereof to a stated rate of return other than dividends or distributions on Equity Interests payable to the Guarantor or any Subsidiary thereof (for the avoidance of doubt, whether such Equity Interests are perpetual or otherwise), or (bc) make any payment of principal of or any interest or premium on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities junior subordinated notes issued by the Guarantor pursuant to the Indenture (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Guarantor in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with (2) a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with (3) the issuance of capital stock Equity Interests of the Guarantor (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the Guarantor's capital stock ’s Equity Interests (or any capital stock Equity Interests of a subsidiary Subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock ’s Equity Interests or any class of or series of the Guarantor's ’s indebtedness for any class or series of the Guarantor's capital stock’s Equity Interests, (iii) the purchase of fractional interests in shares Equity Interests of the Guarantor's capital stock Guarantor pursuant to the conversions conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock Equity Interests or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is are the same stock Equity Interests as that those on which the dividend is being paid or ranks rank pari passu with or junior to such stockEquity Interests).

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

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

Dividends, Distributions and Payments. So long as any Notes or Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuingDefault, then the Parent Guarantor may shall not and shall not permit the Company to (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make liquidation payment with respect to, any of the Guarantor's its respective capital stock (other than payments of dividends or distributions by the Company to the Parent Guarantor, its successor or any of its Subsidiaries, provided that such Subsidiary is wholly-owned, directly or indirectly, by the Parent Guarantor) or (b) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company or the Parent Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities Notes (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company or the Parent Guarantor by either the Company or the Parent Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or of more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company or the Parent Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension PeriodDefault, (ii) as a result of an exchange or conversion of any class or series of the Company’s or the Parent Guarantor's ’s capital stock (or any capital stock of a subsidiary of either the Company or the Parent Guarantor) for any class or series of the Company’s or the Parent Guarantor's ’s capital stock or any class of series of the Company’s or the Parent Guarantor's ’s indebtedness for any class or series of the Company’s or the Parent Guarantor's ’s capital stock, (iii) the purchase of fractional interests in shares of the Company’s or the Parent Guarantor's ’s capital stock pursuant to the conversions conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

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

Dividends, Distributions and Payments. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (a) 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 ’s Equity Interests (as defined in the Indenture), (b) vote in favor of or permit or otherwise allow any of its Subsidiaries (as defined in the Indenture) to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any of such Subsidiary’s Equity Interests entitling the holders thereof to a stated rate of return other than dividends or distributions on Equity Interests issued by any Subsidiary solely payable to the Company or any Subsidiary thereof (for the avoidance of doubt, whether such Equity Interests are perpetual or otherwise), or (bc) make any payment of principal of or any interest or premium on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities junior subordinated notes issued by the Guarantor pursuant to the Indenture (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Guarantor in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with (2) a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with (3) the issuance of capital stock Equity Interests of the Guarantor (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the Guarantor's capital stock ’s Equity Interests (or any capital stock Equity Interests of a subsidiary Subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock ’s Equity Interests or any class of series of the Guarantor's ’s indebtedness for any class or series of the Guarantor's capital stock’s Equity Interests, (iii) the purchase of fractional interests in shares Equity Interests of the Guarantor's capital stock Guarantor pursuant to the conversions conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock Equity Interests or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is are the same stock Equity Interests as that those on which the dividend is being paid or ranks rank pari passu with or junior to such stockEquity Interests).

Dividends, Distributions and Payments. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (a) 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 Equity Interests (as defined in the Indenture), (b) vote in favor of or permit or otherwise allow any of its Subsidiaries (as defined in the Indenture) to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any of such Subsidiary's Equity Interests entitling the holders thereof to a stated rate of return other than dividends or distributions on Equity Interests payable to the Company or any Subsidiary thereof (for the avoidance of doubt, whether such Equity Interests are perpetual or otherwise), or (bc) make any payment of principal of or any interest or premium on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu PARI PASSU in all respects with or junior in interest to the Preferred Securities junior subordinated notes issued by the Guarantor pursuant to the Indenture (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Guarantor in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with (2) a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with (3) the issuance of capital stock Equity Interests of the Guarantor (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the Guarantor's capital stock Equity Interests (or any capital stock Equity Interests of a subsidiary Subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock Equity Interests or any class of series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stockEquity Interests, (iii) the purchase of fractional interests in shares Equity Interests of the Guarantor's capital stock Guarantor pursuant to the conversions conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock Equity Interests or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is are the same stock Equity Interests as that those on which the dividend is being paid or ranks pari passu rank PARI PASSU with or junior to such stockEquity Interests).

Dividends, Distributions and Payments. So long as any Notes or Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuingDefault, then the Parent Guarantor may shall not and shall not permit the Company to (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make liquidation payment with respect to, any of the Guarantor's its respective capital stock (other than payments of dividends or distributions by the Company to the Parent Guarantor, its successor or any of its Subsidiaries, provided that such Subsidiary is wholly-owned, directly or indirectly, by the Parent Guarantor) or (b) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company or the Parent Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities Notes (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company or the Parent Guarantor by either the Company or the Parent Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or of more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company or the Parent Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the Company’s or the Parent Guarantor's ’s capital stock (or any capital stock of a subsidiary of either the Company or the Parent Guarantor) for any class or series of the Company’s or the Parent Guarantor's ’s capital stock or any class of series of the Company’s or the Parent Guarantor's ’s indebtedness for any class or series of the Company’s or the Parent Guarantor's ’s capital stock, (iii) the purchase of fractional interests in shares of the Company’s or the Parent Guarantor's ’s capital stock pursuant to the conversions conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Dividends, Distributions and Payments. So long as any Notes or Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period (as provided for such term is defined herein and in the Indenture and such period, or any extension thereof, shall have commenced and be continuingIndenture), then the Parent Guarantor may shall not and shall not permit the Company to (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make liquidation payment with respect to, any of the Guarantor's its respective capital stock (other than payments of dividends or distributions by the Company to the Parent Guarantor, its successor or any of its Subsidiaries, provided that such Subsidiary is wholly-owned, directly or indirectly, by the Parent Guarantor) or (b) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company or the Parent Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities Notes (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company or the Parent Guarantor by either the Company or the Parent Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or of more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company or the Parent Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension PeriodDefault, (ii) as a result of an exchange or conversion of any class or series of the Company’s or the Parent Guarantor's ’s capital stock (or any capital stock of a subsidiary of either the Company or the Parent Guarantor) for any class or series of the Company’s or the Parent Guarantor's ’s capital stock or any class of series of the Company’s or the Parent Guarantor's ’s indebtedness for any class or series of the Company’s or the Parent Guarantor's ’s capital stock, (iii) the purchase of fractional interests in shares of the Company’s or the Parent Guarantor's ’s capital stock pursuant to the conversions conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Dividends, Distributions and Payments. So long as If (a) at any Preferred Securities remain outstandingtime on or before the later of (1) July 30, if 2014 and (2) until satisfaction of the Principal Hurdle Requirement (including the payment of accrued interest (and Additional Interest) with respect to any Notes redeemed, paid or prepaid) or (b) there shall have occurred and be continuing an Event of Default hereunder or an “Event of Default” under the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuingIndenture, then the Parent Guarantor may shall not (ai) 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 ’s Equity Interests (as defined in the Indenture), (ii) vote in favor of or permit or otherwise allow any of the subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of any such subsidiary’s preferred stock or other Equity Interests entitling the holders thereof to a stated rate of return (bfor the avoidance of doubt, whether such preferred stock or other Equity Interests are perpetual or otherwise) to any entity other than the Guarantor or a direct or indirect Subsidiary of the Guarantor, or (iii) allow the Company to make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company or the Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities (Notes, except with respect to pari passu debt, payments made on a pari passu basis with payments made with respect to the Notes, and payments made on a correlative basis on the Other Securities; other than than, in the case of (i) and (ii) (A) repurchases, redemptions or other acquisitions of shares of capital stock or other Equity Interests of the Parent Guarantor or any subsidiary (other than the Company) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan (or similar equity purchase plan) or in connection with the issuance of capital stock or other Equity Interests of the Parent Guarantor or any subsidiary (or securities convertible into or exercisable for such capital stockstock or Equity Interests) as consideration in an acquisition transaction entered into prior to the occurrence of such applicable Event of Default or the applicable Extension PeriodDefault, (iiB) as a result of an exchange or conversion of any class or series of the Guarantor's capital stock (or Equity Interests of the Parent Guarantor or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or Equity Interests of the Parent Guarantor or any subsidiary or of any class of series of the Guarantor's indebtedness Parent Guarantor or any subsidiary for any class or series of the Guarantor's capital stockstock or other Equity Interests of the Parent Guarantor or any subsidiary, (iiiC) the purchase of fractional interests in shares of the Guarantor's capital stock or other Equity Interests of the Parent Guarantor or any subsidiary pursuant to the conversions conversion or exchange provisions of such capital stock stock, other Equity Interests or the security being converted or exchanged, (ivD) any declaration of a dividend in connection with any rights planRights Plan, the issuance of rights, stock or other property under any rights plan Rights Plan or the redemption or repurchase of rights pursuant thereto, or (vE) any dividend in the form of stock, Equity Interests, warrants, options or other rights where the dividend stock or Equity Interests or the stock or Equity Interests issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockstock or (F) so long as no Default or Event of Default has occurred and is continuing andafter satisfaction of the Principal Hurdle Requirement (including the payment of accrued interest (including Additional Interest) and any other amounts then due and payable with respect to any Securities redeemed, paid or prepaid), any Distributions as to which the Distribution Requirements have been satisfied.