Common use of Limitation of Transactions Clause in Contracts

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

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

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

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

Limitation of Transactions. So The Guarantor hereby covenants and agrees that, so long as any Capital Securities Debentures remain outstanding, if it will not, and will not permit any of its Subsidiaries to, (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's outstanding capital stock shares of the Guarantor or (yb) make any payment of principal of or of, interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Guarantor that rank pari passu in all respects with ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) payments under this Guaranteedividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) repurchases, redemptions or other acquisitions any declaration of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholder’s rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iii) as the purchase of fractional shares resulting from a result reclassification of any the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor's capital stock ’s (or any Subsidiary’s) capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor's ’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor's indebtedness for ’s (or any class or series of the Guarantor's capital stockSubsidiary’s) indebtedness, (ivv) the purchase of fractional interests in shares of the Guarantor's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, (v) redemptions or other acquisitions of shares of capital stock of the Guarantor or any declaration subsidiary under any employment agreement or benefit plan for the benefit of a dividend in connection with any stockholder's rights planthe Guarantor’s directors, officers, or the issuance of rights, stock or other property under any stockholder's rights planemployees, or any dividend reinvestment or director, officer or employee stock purchase plan of the redemption Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or repurchase the lapse of rights pursuant theretotime or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (vi2) the Guarantor shall be in default with respect to its payment of 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)obligations under this Guarantee Agreement.

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, the Guarantor will not declare or pay dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any GUARANTEE payment with respect thereto if at such time (ai) the Guarantor shall be in default with respect to its GUARANTEE Payments or other payment obligations hereunder, (ii) there shall have occurred and be continuing an Event any event of Default default under the Declaration or (biii) the Guarantor shall have selected an Extension given notice of its selection of a Deferral Period (as provided defined in the Declaration Indenture) and such period, or any extension thereof, is continuing; provided, however, that the foregoing restrictions shall have commenced and be continuingnot apply to (i) dividends, then redemptions, purchases, acquisitions, distributions or payments made by the Guarantor may not by way of issuance of shares of its capital stock, (xii) declare payments of 18 18 accrued dividends by the Guarantor upon the redemption, exchange or pay conversion of any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital preferred stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu as may be outstanding from time to time in all respects accordance with or junior in interest to the Debentures (other than (i) payments under this Guaranteeterms of such preferred stock, (iiiii) cash payments made by the Guarantor in lieu of delivering fractional shares upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stock, (iv) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directorsdirectors of consultants, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's the implementation of a stockholders' rights plan, or the issuance of rights, stock or other property under any stockholder's rights plansuch plan in the future, or the redemption or repurchase of such rights pursuant thereto. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities to be transferred except to the extent such transfer is permitted under Section 9.01(c) of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities and (viii) any dividend will use reasonable efforts to cause the Issuer to continue to be treated as a grantor trust for United States Federal income tax purposes except in connection with a distribution of Debentures as provided 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)Declaration.

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

Limitation of Transactions. So long as any Capital Common Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may will not (xi) declare or pay any dividends or distributions distribution on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, to any of the Guarantor's capital stock or stock, (yii) make any payment of principal of of, or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor (including Other Debentures, as defined in the Indenture) that rank pari passu in all respects with or junior in interest right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees, as defined in the Indenture) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (ia) payments under this Guaranteedividends or distributions in shares of, (ii) repurchasesor options, redemptions warrants or other acquisitions of rights to subscribe for or purchase shares of capital of, common stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultantsGuarantor, (Bb) in connection with any declaration of a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a shareholders' rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iiic) payments under the Series A Capital Securities Guarantee and the Series B Capital Securities Guarantee, (d) as a result of any a reclassification of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (vf) any declaration purchases of a dividend in connection with any stockholder's rights plan, or common stock related to the issuance of rights, common stock or other property rights under any stockholderof the Guarantor's rights planbenefit or compensation plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) is, or with the redemption giving of notice or repurchase the lapse of rights pursuant theretotime, or both, would be, an Event of Default and (viB) in respect of which the Guarantor shall not have taken reasonable steps to cure, (2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any dividend obligations under the Series A Capital Securities Guarantee or the Series B Capital Securities Guarantee or (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the form of stockIndenture and shall not have rescinded such notice, warrantsand such Extended Interest Payment Period, options or other rights where the dividend stock or the stock issuable upon exercise of such warrantsan extension thereof, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)shall have commenced and be continuing.

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default under this Preferred Securities Guarantee, an event of default under the Trust Agreement or during an Extended Interest Payment Period (b) the Guarantor shall have selected an Extension Period as provided defined in the Declaration and such period, or any extension thereof, shall have commenced and be continuingIndenture), then the Guarantor may shall not (xi) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock or (yother than as a result of a reclassification of its capital stock for another class of its capital stock), (ii) make any payment of principal of or interest or premium, if any, principal on or repay, repurchase or redeem any debt securities of issued by the Guarantor that which rank pari passu in all respects PARI PASSU with or junior in interest to the Debentures (iii) make any guarantee payments with respect to any of the foregoing (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a non-cash dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Preferred Securities Guarantee, (iid) repurchases, redemptions or other acquisitions the purchase of fractional shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with resulting from a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series reclassification of the Guarantor's capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, exchanged and (vf) any declaration purchases of a dividend in connection with any stockholder's rights plan, or common stock related to the issuance of rights, common stock or other property rights under any stockholderof the Guarantor's rights planbenefit plans for its directors, officers or employees or any of the redemption or repurchase of rights pursuant thereto, or (vi) any Guarantor's dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockreinvestment plans).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (yii) make any payment of principal of or principal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of any securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this the Capital Securities Guarantee, (iid) repurchasesas a direct result of, redemptions or other acquisitions and only to the extent required in order to avoid the issuance of fractional shares of capital stock following, a reclassification of the Guarantor (A) in connection with any employment contract, benefit plan Guarantor's capital stock or other similar arrangement with the exchange or for the benefit conversion of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (vf) any declaration purchases of a dividend in connection with any stockholder's rights plan, or common stock related to the issuance of rights, common stock or other property rights under any stockholderof the Guarantor's rights planbenefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (i) an Event of Default (as defined in the Indenture) shall have occurred and be continuing, (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the redemption giving of notice or repurchase the lapse of rights pursuant theretotime, or both, would be an Event of Default (vi) any dividend as defined in the form Indenture) and (b) in respect of stockwhich the Guarantor shall not have taken reasonable steps to cure, warrants(iii) if such Debentures are held by the Property Trustee, options the Guarantor shall be in default with respect to its payment of any obligations under this Series A Capital Securities Guarantee or other rights where (iv) the dividend stock or Guarantor shall have given notice of its election of the stock issuable upon exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any 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)extension shall be continuing.

Limitation of Transactions. So long as any Capital Trust Preferred Securities remain outstanding, if (a) there shall have occurred and a Guarantee Event of Default or an Event of Default, or an event that, with the giving of notice or the lapse of time, or both, would be continuing a Guarantee Event of Default or an Event of Default or (b) then, prior to the payment of all accrued interest on outstanding Debentures , the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (ywhich includes common and preferred stock), (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary (including under Other Guarantees) if such guarantee ranks equal or junior in right of payment to the Debentures (other than (ia) payments under this Guaranteedividends or distributions in shares of, (ii) repurchasesor options, redemptions warrants, rights to subscribe for or other acquisitions of purchase shares of capital of, common stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultantsGuarantor, (Bb) in connection with any declaration of a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iiic) as payments under the Trust Preferred Securities Guarantee, (d) the purchase of fractional shares resulting from a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series reclassification of the Guarantor's capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, exchanged and (vf) any declaration purchases of a dividend in connection with any stockholder's rights plan, or common stock related to the issuance of rights, common stock or other property rights under any stockholderof the Guarantor's rights planbenefit plans for its directors, officers or employees or any of the redemption or repurchase of rights pursuant thereto, or (vi) any Guarantor's dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockreinvestment plans).

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

Limitation of Transactions. So long as any Capital Common Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may will not (xi) declare or pay any dividends or distributions distribution on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, to any of the Guarantor's capital stock (which includes common stock and preferred stock) or (yii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor (including Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including under Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures (other than (ia) payments under this Guaranteedividends or distributions in shares of, (ii) repurchasesor options, redemptions warrants or other acquisitions of rights to subscribe for or purchase shares of capital of, common stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultantsGuarantor, (Bb) in connection with any declaration of a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholder's rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iiic) payments under the Capital Securities Guarantee, (d) as a result of any a reclassification of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (vf) any declaration purchases of a dividend in connection with any stockholder's rights plan, or common stock related to the issuance of rights, common stock or other property rights under any stockholderof the Guarantor's rights planbenefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the redemption giving of notice or repurchase the lapse of rights pursuant theretotime, or both, would be, an Event of Default and (vib) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any dividend in obligations under the form Capital Securities Guarantee or (iii) the Guarantor shall have given notice of stock, warrants, options or other rights where its election of the dividend stock or the stock issuable upon exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any 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)extension shall be continuing.

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

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default, (b) there shall have occurred an Event of Default under the Indenture or (bc) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period and such period or extension thereof shall be continuing, then (i) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions dividend on, make any distribution with respect to, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of its capital stock (other than (A) purchases or acquisitions of shares of Guarantor's common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or any other contractual obligation of the Guarantor (other than a contractual obligation ranking pari passu with or junior to the Debentures), (B) as a result of a reclassification of the Guarantor's capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (ivC) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), (vii) the Guarantor shall not make any declaration payment of a dividend in connection with interest, principal or premium, if any, on or repay, repurchase or redeem any stockholder's rights plan, or debt securities issued by the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) 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 Guarantor that on which the dividend is being paid or ranks rank pari passu with or junior to such stockthe Debentures and (iii) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant to this Preferred Securities Guarantee). In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities to be transferred; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities and (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the Declaration.

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

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, the Guarantor will not declare or pay any dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock if at such time (ai) the Guarantor shall be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred and be continuing an any Event of Default (as defined in the Declaration) or (biii) the Guarantor shall have selected given notice of its selection of an Extension Period extension period (as provided defined in the Declaration Indenture) and such period, or any extension thereof, shall have commenced and be is continuing; PROVIDED, then HOWEVER, that the Guarantor may foregoing restrictions will not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest apply to the Debentures (other than (i) dividends, redemptions, purchases, acquisitions, distributions or payments under this Guaranteemade by the Guarantor by way of issuance of shares of its capital stock, (ii) repurchases, redemptions declarations or other acquisitions payments of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) dividends in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock implementation of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholderstockholders's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plansuch plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) payments of accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stock, (iv) cash payments made by the Guarantor in lieu of delivering fractional shares upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stock, (v) purchases or acquisitions of share of common stock in connection with the satisfaction of obligations under any employee benefit plan or other contractual obligation, (vi) any dividend in the form dividends, distributions, redemptions, purchases, acquisitions or payments as a result of stock, warrants, options or other rights where the dividend a reclassification of capital stock or the conversion of one class or series of capital stock issuable upon exercise for another class or series 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 capital stock).

Limitation of Transactions. So The Guarantor hereby covenants and agrees that, so long as any Capital Securities Notes remain outstanding, if it will not, and will not permit any of its Subsidiaries to, (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's outstanding capital stock shares of the Guarantor or (yb) make any payment of principal of or of, interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Guarantor that rank pari passu in all respects with ranks equal to or junior in interest to the Debentures Notes or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Notes or the guarantee in respect thereof, as the case may be (other than (i) payments under this Guaranteedividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) repurchases, redemptions or other acquisitions any declaration of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholder’s rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iii) as the purchase of fractional shares resulting from a result reclassification of any the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor's capital stock ’s (or any Subsidiary’s) capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor's ’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor's indebtedness for ’s (or any class or series of the Guarantor's capital stockSubsidiary’s) indebtedness, (ivv) the purchase of fractional interests in shares of the Guarantor's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, (v) redemptions or other acquisitions of shares of capital stock of the Guarantor or any declaration subsidiary under any employment agreement or benefit plan for the benefit of a dividend in connection with any stockholder's rights planthe Guarantor’s directors, officers, or the issuance of rights, stock or other property under any stockholder's rights planemployees, or any dividend reinvestment or director, officer or employee stock purchase plan of the redemption Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or repurchase the lapse of rights pursuant theretotime or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (vi2) the Guarantor shall be in default with respect to its payment of 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)obligations under this Guarantee Agreement.

Limitation of Transactions. So long as any Capital Trust Preferred Securities remain outstanding, if (a) there shall have occurred and be is continuing an Event of any event that would constitute a Default or under the Indenture, then (ba) the Guarantor shall have selected an Extension Period as provided in and any subsidiary of the Declaration and such periodGuarantor (other than a subsidiary of the Guarantor that is a depository institution, or any extension a subsidiary thereof, ) shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's ’s capital stock or (y) make any guarantee payment of principal of or interest or 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 Debentures respect thereto (other than (i) payments under this Guarantee, (ii) repurchasespurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance administration of any employee benefit plan in the ordinary course of business and consistent with past practice, (ii) the acquisition by the Guarantor or any of its subsidiaries of record ownership in capital stock of the Guarantor for the beneficial ownership of any other persons (other than the Guarantor or securities convertible into or exercisable for such capital stockany of its subsidiaries), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default including trustees or the applicable Extension Periodcustodians, (iii) as a result of any an exchange or conversion of any class or series of the Guarantor's ’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any other class or series of the Guarantor's ’s capital stock, in each case, solely to the extent required pursuant to binding contractual agreements entered into on or prior to the Closing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for capital stock of the Guarantor, (iv) distributions by or among any wholly-owned subsidiary of the Guarantor, (v) redemptions of securities held by the Guarantor or any wholly-owned subsidiary of the Guarantor, and (vi) unpaid tax distributions to holders of membership interests of GMAC LLC pursuant to Section 4(b) of GMAC LLC’s Plan of Conversion, dated June 30, 2009); and (b) the Guarantor and any subsidiary of the Guarantor (other than a subsidiary of the Guarantor that is a depository institution, or a subsidiary thereof) shall not make any payment of interest on or principal of (or premium, if any, on), or repay, repurchase or redeem, any debt securities or guarantees issued by the Guarantor that rank pari passu with or junior to the Debentures (“Junior Subordinated Indebtedness”) (other than (i) redemptions, purchases or other acquisitions of Junior Subordinated Indebtedness in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice, (ii) the acquisition by the Guarantor or any of its subsidiaries of record ownership in Junior Subordinated Indebtedness for the beneficial ownership of any other persons (other than the Guarantor or any of its subsidiaries), including trustees or custodians, (iii) as a result of an exchange or conversion of any class or series of the Guarantor's indebtedness Junior Subordinated Indebtedness for any other class or series of the Guarantor's capital stockJunior Subordinated Indebtedness, (iv) redemptions of securities held by the purchase of fractional interests in shares Guarantor or any wholly-owned subsidiary of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, Guarantor and (v) any declaration payment of a dividend interest on Junior Subordinated Indebtedness paid pro rata with interest paid on the Debentures such that the respective amounts of such payments made shall bear the same ratio to each other as all accrued but unpaid interest per like-amount of Debentures and all Junior Subordinated Indebtedness bear to each other). The restrictions in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or foregoing clauses (via) and (b) will not apply to (i) any dividend in stock dividends paid by the form of stock, warrants, options or other rights Company where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid paid, or ranks pari passu with (ii) dividends or junior to such stock)distributions by or other transactions solely among the Guarantor and any wholly-owned subsidiary of the Guarantor or solely among wholly-owned subsidiaries of the Guarantor.

Limitation of Transactions. (a) So long as any Capital Common Securities remain outstanding, if (ai) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder, or (ii) there shall have occurred and be continuing an any Event of Default or then (ba) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends dividend on, or make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock or and (yb) the Guarantor shall not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that which rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) 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 the Subordinated Notes and (c) the Company shall not make any guarantee payments (other than pursuant to this Preferred Securities Guarantee) with respect to the foregoing. However, the foregoing restriction will not apply to any dividend, redemption, interest, principal or guarantee payments by the Company where the payment is made by way of (i) securities (including capital stock) that rank junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made or (ii) securities (including capital stock) of Tele-Communications, Inc., a Delaware corporation (or any successor to such corporation). (b) Notwithstanding subsection 3.1(a) or any other language to the contrary contained in this Common Securities Guarantee, nothing shall prevent the Guarantor from: (i) declaring or paying any dividend on, or making any distribution with respect to, or redeeming, purchasing, acquiring or making a liquidation payment with respect to, any of its capital stock in or with (x) securities of the Guarantor (including capital stock) that rank junior to such capital stock or (y) securities (including capital stock) of TCI or (ii) paying any interest, principal or premium on, or repaying, repurchasing or redeeming, any debt securities issued by the Guarantor which rank pari passu with or junior to the Subordinated Notes, with (x) securities of the Guarantor (including capital stock) that rank junior to such debt securities or (y) securities (including capital stock) of TCI. SECTION 3.2 Ranking ------- This Common Securities Guarantee will constitute an unsecured obligation of the Guarantor and will rank (i) subordinate and junior in right of payment to all other liabilities of the Guarantor, including the Subordinated Notes and the Preferred Securities Guarantee, except those liabilities of the Guarantor made pari passu or subordinate by their terms, (ii) pari passu with the most senior preferred stock issued from time to time by the Guarantor and with any guarantee now or hereafter entered into by the Guarantor in respect of any preferred stock of any Subsidiary or Affiliate of the Guarantor, except the Preferred Securities Guarantee, and (iii) senior to the Guarantor's common stock.

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default, an event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture or (b) a selection by the Guarantor shall have selected of an Extension Extended Interest Payment Period as provided in the Declaration Indenture and such period, or any extension thereof, shall have commenced and be continuing, then (a) the Guarantor may shall not (x) declare or pay any dividends dividend on, or distributions onmake any distribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock or (yother than stock dividends declared and paid by the Guarantor which stock dividends consist of the stock of the same class as that on which the dividend is being paid), (b) the Guarantor shall not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase purchase or redeem any debt securities of issued by the Guarantor that which rank pari passu in all respects with or junior in interest to the Debentures and (c) shall not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee). Notwithstanding the foregoing, the Guarantor may at any time (ia) payments under this Guarantee, (ii) repurchases, redemptions purchase or other acquisitions of shares of acquire its capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance satisfaction by the Guarantor of its obligations under any employee benefit plans or pursuant to any contract or security outstanding on the first day of any such event requiring the Guarantor to purchase its capital stock; (b) reclassify its capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any convert one class or series of the Guarantor's its capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's its capital stock, ; (ivc) the purchase of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, ; (vd) any declaration of a dividend declare dividends or distributions in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any dividend in the form of its capital stock, warrants, options or other rights where including stock dividends paid by the dividend stock or Guarantor which consist of the stock issuable upon exercise of such warrants, options or other rights is the same stock class as that on which the any dividend is being paid paid; (e) redeem or ranks pari passu with or junior purchase any rights pursuant to such stock)a rights agreement; and (f) make payments under any Guarantee related to any Preferred Securities.

Limitation of Transactions. So The Guarantor hereby covenants and agrees that, so long as any Capital Securities remain Junior Subordinated Note remains outstanding, if it will not, and will not permit any of its Subsidiaries to, (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's outstanding capital stock shares of the Guarantor or (yb) make any payment of principal of or of, interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Guarantor that rank pari passu in all respects with ranks equal to or junior in interest to the Debentures Junior Subordinated Notes or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Junior Subordinated Notes or the guarantee in respect thereof, as the case may be (other than (i) payments under this Guaranteedividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) repurchases, redemptions or other acquisitions any declaration of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholder’s rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iii) as the purchase of fractional shares resulting from a result reclassification of any the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor's capital stock ’s (or any Subsidiary’s) capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor's ’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor's indebtedness for ’s (or any class or series of the Guarantor's capital stockSubsidiary’s) indebtedness, (ivv) the purchase of fractional interests in shares of the Guarantor's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or ; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Issuer shall have given notice of election to begin an Extension Period with respect to the Junior Subordinated Notes as provided in the form of stockIndenture and shall not have rescinded such notice, warrantsor such Extension Period, options or other rights where the dividend stock or the stock issuable upon exercise of such warrantsany extension thereof, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)shall be continuing.

Limitation of Transactions. So The Guarantor hereby covenants and agrees that, so long as any Capital Securities Debentures remain outstanding, if it will not, and will not permit any of its Subsidiaries to, (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's outstanding capital stock shares of the Guarantor or (yb) make any payment of principal of or of, interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Guarantor that rank pari passu in all respects with ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) payments under this Guaranteedividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) repurchases, redemptions or other acquisitions any declaration of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholder’s rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iii) as the purchase of fractional shares resulting from a result reclassification of any the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor's capital stock ’s (or any Subsidiary’s) capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor's ’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor's indebtedness for ’s (or any class or series of the Guarantor's capital stockSubsidiary’s) indebtedness, (ivv) the purchase of fractional interests in shares of the Guarantor's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or ; (vi) any inter-company payments, other than dividend payments by the Company or its direct parent, PartnerRe U.S. Corporation; and (vii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (A) there shall have occurred any event of which the Guarantor has actual knowledge that (1) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (2) in respect of which the Guarantor shall not have taken reasonable steps to cure, (B) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (C) the Issuer shall have given notice of election to begin an Extension Period with respect to the Debentures as provided in the form of stockIndenture and shall not have rescinded such notice, warrantsor such Extension Period, options or other rights where the dividend stock or the stock issuable upon exercise of such warrantsany extension thereof, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)shall be continuing.

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration not, and such period, or shall not permit any extension thereof, shall have commenced and be continuing, then subsidiary of the Guarantor may not to, (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or stock, (yii) make any payment of principal of or principal, interest or premium, if any, on on, or repay, repay or repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu or junior in interest to the Debentures (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation or extension of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Preferred Securities Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iiid) as a result of any a reclassification of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (vf) any declaration acquisitions of a dividend common stock of the Guarantor in connection with the satisfaction of its obligations under any stockholder's rights planbenefit plan for its directors, officers or employees), if at such time (i) there shall have occurred and be continuing any event of which the Guarantor has actual knowledge (a) that is, or with the issuance giving of rights, stock notice or other property under any stockholder's rights planthe lapse of time, or both, would be an Event of Default under the redemption Indenture and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or repurchase (iii) the Guarantor shall have given notice of rights its election of an Extension Period (as defined in the Indenture) pursuant theretoto the terms of the Debentures and shall not have rescinded such notice, and any such Extension Period, or (vi) any dividend in the form of stockextension thereof, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)shall be continuing.

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

Limitation of Transactions. So long If (i) the Company shall exercise its right to defer payment of interest as any Capital Securities remain outstandingprovided in Section 4.1 and the Extended Interest Payment Period is continuing, if (aii) there shall have occurred and be continuing any event, of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, an Event of Default or and (b) in respect of which the Guarantor Company shall not have selected an Extension Period as provided in the Declaration and such periodtaken reasonable steps to cure, or any extension thereof, (iii) the Debentures are held by the Property Trustee and the Company shall have commenced and be continuingin default with respect to its payment obligations under the Preferred Securities Guarantee, then the Guarantor may not Company will not: (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the GuarantorCompany's capital stock or (ywhich includes common and preferred stock) make any payment of principal of or interest or 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 Debentures (other than (i1) payments under this Guaranteedividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Company, (ii2) repurchases, redemptions or other acquisitions any declaration of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholder's rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iii3) as a result of any exchange or conversion a reclassification of any class or series of the GuarantorCompany's capital stock (or any capital stock of a subsidiary of the Guarantor) for any solely into another class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the GuarantorCompany's capital stock, (iv4) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible or exchangeable into shares of the security being converted or exchangedCompany's capital stock, and (v5) any declaration purchases of a dividend in connection with any stockholder's rights plan, or Common Stock related to the issuance of rights, stock Common Stock or other property rights under any stockholderof the Company's rights planbenefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or the redemption interest on or repay or repurchase or redeem any debt securities of rights pursuant thereto, or the Company (viincluding Other Debentures) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks rank pari passu with or junior in right of payment to the Debentures; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such stock)guarantee ranks pari passu or junior in right of payment to the Debentures.

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an a Guarantee Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuinga Trust Enforcement Event, then the Guarantor may shall not, and shall not permit any subsidiary of the Guarantor, to (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (yii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior to the Debentures (other than (i) payments under this Guarantee, (iiA) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) 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, directors or consultants, (B) consultants or in connection with a dividend reinvestment or stockholder shareholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodplan, (iiiB) as a result of any an exchange or conversion of any class or series of the GuarantorCompany's capital stock (or any capital stock of a subsidiary of the GuarantorCompany) for any class or series of the GuarantorCompany's capital stock or of any class or of series of the GuarantorCompany's indebtedness for any class or series of the GuarantorCompany's capital stock, (ivC) the purchase of fractional interests in shares of the GuarantorCompany's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (vD) any declaration of a dividend in connection with any stockholdershareholder's rights plan, or the issuance of rights, stock or other property under any stockholdershareholder's rights plan, or the redemption or repurchase of rights pursuant thereto, thereto or (viE) 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)).

Limitation of Transactions. So The Guarantor hereby covenants and agrees that, so long as any Capital Securities Debentures remain outstanding, if it will not, and will not permit any of its Subsidiaries to, (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's outstanding capital stock shares of the Guarantor or (yb) make any payment of principal of or of, interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Guarantor that rank pari passu in all respects with ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) payments under this Guaranteedividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) repurchases, redemptions or other acquisitions any declaration of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholder's rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iii) as the purchase of fractional shares resulting from a result reclassification of any the Guarantor's capital stock, (iv) the exchange or conversion of any class or series of the Guarantor's capital stock (or any Subsidiary's) capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor's (or any Subsidiary's) capital stock or of any class or series of the Guarantor's indebtedness for (or any class or series of the Guarantor's capital stockSubsidiary's) indebtedness, (ivv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or ; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor's directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement or (3) the Issuer shall have given notice of election to begin an Extension Period with respect to the Debentures as provided in the form of stockIndenture and shall not have rescinded such notice, warrantsor such Extension Period, options or other rights where the dividend stock or the stock issuable upon exercise of such warrantsany extension thereof, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)shall be continuing.

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

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (ywhich includes common and preferred stock) make any payment of principal of or interest or 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 Debentures (other than (ia) payments under this Guaranteedividends or distributions in shares of, (ii) repurchasesor options, redemptions warrants, rights to subscribe for or other acquisitions of purchase shares of capital of, common stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultantsGuarantor, (Bb) in connection with any declaration of a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iiic) as a result of any a reclassification of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ivd) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (ve) any declaration purchases of a dividend in connection with any stockholderthe Guarantor's rights plan, or common stock related to the issuance of rights, the Guarantor's common stock or other property rights under any stockholderof the Guarantor's rights planbenefit plans for its directors, officers, employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or the redemption or repurchase of rights pursuant theretopremium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (viincluding any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any dividend in guarantee payments with respect to any guarantee (other than payments under the form Preferred Securities Guarantee) by the Guarantor of stock, warrants, options or other rights where the dividend stock or debt securities of any subsidiary of the stock issuable upon exercise of Guarantor (including Other Guarantees) if such warrants, options or other rights is the same stock as that on which the dividend is being paid or guarantee ranks pari passu with or junior in right of payment to the Debentures if at such stock)time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (a) with the giving of notice or the lapse of time, or both, would constitute an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (2) an Indenture Event of Default shall have occurred and be continuing, (3) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (4) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 2.13 of the Indenture or such extension period, or any such extension shall have commenced and be continuing.

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (ai) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in under the Declaration and such period, or any extension thereofevent that, shall have commenced and be continuingwith the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor may shall not (xa) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, or make a any liquidation payment with respect to, any of the Guarantor's its capital stock or (yb) make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures Debt Securities or make any guarantee payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions as a result of shares a reclassification of the capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with the exchange or for the benefit conversion of one class or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with series of the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any another class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (ivii) the purchase of fractional interests in shares of the Guarantor's capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchangedexchanged for such capital stock, (viii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with any stockholder's the implementation of a stockholders' rights plan, or the issuance of rights, stock or other property under any stockholder's rights plansuch plan in the future, or the redemption or repurchase of any such rights pursuant thereto, or (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend in the form of stock, warrants, options or other rights where the dividend reinvestment and 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 stockpurchase plans).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (yii) make any payment of principal of or principal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of any securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this the Capital Securities Guarantee, (iid) repurchasesas a direct result of, redemptions or other acquisitions and only to the extent required in order to avoid the issuance of fractional shares of capital stock following, a reclassification of the Guarantor (A) in connection with any employment contract, benefit plan Guarantor's capital stock or other similar arrangement with the exchange or for the benefit conversion of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (vf) any declaration purchases of a dividend in connection with any stockholder's rights plan, or common stock related to the issuance of rights, common stock or other property rights under any stockholderof the Guarantor's rights planbenefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (i) an Event of Default (as defined in the Indenture) shall have occurred and be continuing, (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the redemption giving of notice or repurchase the lapse of rights pursuant theretotime, or both, would be an Event of Default (vi) any dividend as defined in the form Indenture) and (b) in respect of stockwhich the Guarantor shall not have taken reasonable steps to cure, warrants(iii) if such Debentures are held by the Property Trustee, options the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee or other rights where (iv) the dividend stock or Guarantor shall have given notice of its election of the stock issuable upon exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any 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)extension shall be continuing.

Limitation of Transactions. So long as any Series B Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (ywhich includes common and preferred stock), (ii) make any payment of principal of or interest of, or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (ia) payments under this Guaranteedividends or distributions in shares of, (ii) repurchasesor options, redemptions warrants, rights to subscribe for or other acquisitions of purchase shares of capital of, common stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultantsGuarantor, (Bb) in connection with any declaration of a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iiic) payments under the Series A Capital Securities Guarantee and the Series B Capital Securities Guarantee, (d) as a result of any a reclassification of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, exchanged and (vf) any declaration purchases of a dividend in connection with any stockholder's rights plan, or common stock related to the issuance of rights, common stock or other property rights under any stockholderof the Guarantor's rights planbenefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the redemption giving of notice or repurchase the lapse of rights pursuant theretotime, or both, would be an Indenture Event of Default and (vib) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any dividend in obligations under this Series B Capital Securities Guarantee or (iii) the form Guarantor shall have given notice of stock, warrants, options or other rights where its election of the dividend stock or the stock issuable upon exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any 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)extension shall be continuing.

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

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (yii) make any payment of principal of or interest or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Preferred Securities Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iiid) as a result of any a reclassification of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (vf) any declaration purchases of a dividend in connection with any stockholder's rights plan, or common stock related to the issuance of rights, common stock or other property rights under any stockholderof the Guarantor's rights planbenefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the redemption giving of notice or repurchase the lapse of rights pursuant theretotime, or both, would be an Indenture Event of Default and (vib) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any dividend in obligations under this Preferred Securities Guarantee or (iii) the form Guarantor shall have given notice of stock, warrants, options or other rights where its election of the dividend stock or the stock issuable upon exercise of its right to extend the interest payment period pursuant to Section ______ of the Indenture and any 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)extension shall be continuing.

Limitation of Transactions. So long If (i) the Company shall exercise its right to defer payment of interest as any Capital Securities remain outstandingprovided in Section 4.1, if (aii) there shall have occurred and be continuing an any Event of Default Default, as defined in the Indenture, or (biii) the Guarantor Company shall have selected an Extension Period as provided be in default with respect to its payment obligations under the Declaration and such period, or any extension thereof, shall have commenced and be continuingGuarantee, then (a) the Guarantor may Company shall not (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock (other than (i) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of its capital stock for another class or series of its capital stock, (yii) any declaration of a dividend in connection with the implementation of a shareholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) purchases of its common stock related to the issuance of such stock under any of the Company's benefit plans for its directors, officers or employees, (iv) obligations under any dividend reinvestment plan or stock purchase plan of the Company, or (v) the purchase of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of such capital stock or security being converted or exchanged) or make any guarantee payment with respect thereto, (b) the Company shall not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that Company which rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) 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 stockthe Debentures and (c) the Company shall not make any guarantee payments with respect to the foregoing (other than pursuant to the Guarantee and any similar guarantee issued by the Company on behalf of holders of preferred securities issued by an issuer holding Securities issued under the Indenture).

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or an event of default under the Declaration, then (ba) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions purchases or other acquisitions of shares of capital its common stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of satisfaction by the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default its obligations under any employee benefit plans or the applicable Extension Periodsatisfaction by the Guarantor of its obligations pursuant to any contract or security requiring the Guarantor to purchase shares of its common stock, (iiiii) as a result of any a reclassification of its capital stock or the exchange or conversion of any one class or series of the Guarantor's its capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's its capital stock, (iviii) the purchase of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (viv) redemptions or purchases pursuant to the Guarantor's Rights Agreement, dated August 7, 1995, between the Guarantor and AmSouth Bank of Alabama as Rights Agent), (b) the Guarantor shall not make any declaration payment of a dividend in connection with interest, principal or premium, if any, on or repay, repurchase or redeem any stockholder's rights plan, or debt securities (including guarantees) issued by the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) 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 Guarantor which the dividend is being paid or ranks rank pari passu with or junior to such stock)the Debentures and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant to this Agreement, the Common Securities Guarantee, dated as of , 20 (the "Common Guarantee") of the Guarantor with respect to the % Trust Originated Common Securities of the Trust, the Preferred Securities Guarantee dated as of August 22, 2001 and the Common Securities Guarantee, dated August 22, 2001 of the Company with respect to the 71/2% Trust Originated Preferred Securities Series D of PLC Capital Trust III and the Preferred Securities Guarantee, dated as of September 25, 2002, the Common Securities Guarantee dated as of September 25, 2002 of the Company with respect to the 71/4% Trust Originated Preferred Securities Series E of PLC Capital Trust IV.

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

Limitation of Transactions. So long as any Capital Common Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may will not (xi) declare or pay any dividends or distributions distribution on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, to any of the Guarantor's capital stock or stock, (yii) make any payment of principal of of, or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor (including Other Debentures, as defined in the Indenture) that rank pari passu in all respects with or junior in interest right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees, as defined in the Indenture) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (ia) payments under this Guaranteedividends or distributions in shares of, (ii) repurchasesor options, redemptions warrants or other acquisitions of rights to subscribe for or purchase shares of capital of, common stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultantsGuarantor, (Bb) in connection with any declaration of a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iiic) payments under the Capital Securities Guarantee, (d) as a result of any a reclassification of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (vf) any declaration purchases of a dividend in connection with any stockholder's rights plan, or common stock related to the issuance of rights, common stock or other property rights under any stockholderof the Guarantor's rights planbenefit or compensation plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) is, or with the redemption giving of notice or repurchase the lapse of rights pursuant theretotime, or both, would be, an Event of Default and (viB) in respect of which the Guarantor shall not have taken reasonable steps to cure, (2) such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any dividend obligations under the Capital Securities Guarantee or (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the form of stockIndenture and shall not have rescinded such notice, warrantsand such Extended Interest Payment Period, options or other rights where the dividend stock or the stock issuable upon exercise of such warrantsan extension thereof, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)shall have commenced and be continuing.

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

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

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

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default, (b) there shall have occurred an Event of Default (as defined under the Indenture) or (bc) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period as provided in Article IV of the First Supplemental Indenture to the Indenture, and such period or extension thereof shall be continuing, then (i) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions dividend on, make any distribution with respect to, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of its capital stock (other than (A) purchases or acquisitions of shares of Guarantor's common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or any other contractual obligation of the Guarantor (other than a contractual obligation ranking pari passu with or junior to the Debentures), (B) as a result of a reclassification of the Guarantor's capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (ivC) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), (vii) the Guarantor shall not make any declaration payment of a dividend in connection with interest, principal or premium, if any, on or repay, repurchase or redeem any stockholder's rights plan, or debt securities issued by the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) 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 Guarantor that on which the dividend is being paid or ranks rank pari passu with or junior to such stockthe Debentures and (iii) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant to this Preferred Securities Guarantee). In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities and (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the Declaration.

Limitation of Transactions. So long as any Series B Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may will not (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or stock, (yii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Junior Subordinated Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor (including any Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Junior Subordinated Debentures (other than (ia) payments under this Guaranteedividends or distributions in shares of, (ii) repurchasesor options, redemptions warrants or other acquisitions of rights to subscribe for or purchase shares of capital of, common stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultantsGuarantor, (Bb) in connection with any declaration of a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iiic) payments under the Series A Guarantee and Series B Guarantee, (d) as a result of any a reclassification of the Guarantor's capital stock or the exchange or conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, exchanged and (vf) any declaration purchases of a dividend in connection with any stockholder's rights plan, or common stock of the Guarantor related to the issuance of rights, such common stock or other property rights under any stockholderof the Guarantor's rights planbenefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the redemption giving of notice or repurchase the lapse of rights pursuant theretotime, or both, would be, a Debenture Event of Default and (vib) any dividend in the form respect 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 Guarantor shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Series B Guarantee or ranks pari passu with or junior (3) the Guarantor shall have given notice of its election to exercise its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and such stock)extension shall have commenced and be continuing.

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

Limitation of Transactions. So The Guarantor hereby covenants and agrees that, so long as any Capital Preferred Securities remain outstanding, if it will not, and will not permit any of its Subsidiaries to, (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's outstanding capital stock shares of the Guarantor or (yb) make any payment of principal of or of, interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Guarantor that rank pari passu in all respects with or ranks junior in interest to the Debentures Junior Subordinated Debt Securities or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks junior in interest to the Junior Subordinated Debt Securities or the guarantee in respect thereof, as the case may be (other than (i) payments under this Guaranteedividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) repurchases, redemptions or other acquisitions any declaration of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholder's rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iii) as payments under any preferred securities guarantee, (iv) the purchase of fractional shares resulting from a result reclassification of any the Guarantor's capital stock, (v) the exchange or conversion of any class or series of the Guarantor's capital stock (or any Subsidiary's) capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor's (or any Subsidiary's) capital stock or of any class or series of the Guarantor's indebtedness for (or any class or series of the Guarantor's capital stockSubsidiary's) indebtedness, (ivvi) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor's directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (v2) the Guarantor shall be in default with respect to its payment of any declaration obligations under this Guarantee Agreement or (3) the Guarantor shall have given notice of a dividend its election to begin an Extension Period (as defined in connection the Indenture) with any stockholder's rights planrespect to the Junior Subordinated Debt Securities as provided in the Indenture and shall not have rescinded such notice, or the issuance of rights, stock or other property under any stockholder's rights plansuch Extension Period, or the redemption or repurchase of rights pursuant theretoany extension thereof, or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)shall be continuing.

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or not nor permit any extension thereof, shall have commenced and be continuing, then subsidiary of the Guarantor may not to (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's ’s capital stock or stock, (yii) make any payment of principal of of, or interest or premiuminterest, if any, on or repay, repurchase or redeem any debt securities of the Guarantor (including Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Debentures, (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Preferred Securities Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iiid) as a result of any a reclassification of the Guarantor’s capital stock or the exchange or the conversion of any one class or series of the Guarantor's ’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's ’s capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (vf) any declaration purchases of a dividend in connection with any stockholder's rights plan, or common stock related to the issuance of rights, common stock or other property rights under any stockholder's rights planof the Guarantor’s benefit or compensation plans for its directors, officers or employees or any of the Guarantor’s dividend reinvestment plans) if at such time (l) there shall have occurred any event of which the Guarantor has actual knowledge that (A) is a Default or Event of Default (each as defined in the Indenture) and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, (2) if the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or the redemption or repurchase of rights pursuant theretoan extension thereof, shall have commenced and be continuing, or (viiv) any dividend amend the Common Securities Guarantee to reduce, suspend or cancel the subordination, to the rights of holders of the Preferred Securities, of Guarantee Payments (as that term is defined in the form Common Securities Guarantee with respect to the Common Securities) with respect to the holders 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)Common Securities.

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, and if at such time (ai) the Guarantor shall be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred and be continuing an any Trust Enforcement Event of Default under the Declaration or (biii) the Guarantor shall have selected given notice of its election of an [Extension Period as provided in the Declaration Period] and such period, or any extension thereof, shall have commenced and be is continuing, then the Guarantor may shall not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (y1) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with equally with, or junior in interest to, the Notes in the right of payment issued by the Guarantor, [except, in the case of an [Extension Period], payments as contemplated under the Indenture], or make any guarantee payments with respect to any guarantee by the Guarantor of any debt of any of its subsidiaries if such guarantee ranks equally with or junior to the Debentures Notes in right of payment, [except, in the case of an [Extension Period], payments as contemplated under the Indenture,] or (2) 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, except, in each of cases (1) and (2), nothing contained herein shall prevent the Guarantor from (a) purchasing or acquiring its capital stock in satisfaction of its obligations under any benefit plans for the Guarantor and the Guarantor's subsidiaries' directors, officers or employees or under any dividend reinvestment plans, or pursuant to any contract or security outstanding [on the first day of any [Extension Period] requiring us to purchase our capital stock] (other than (i) payments under this Guaranteea contract or security ranking expressly by its terms on a parity with or junior to the Notes), (iib) repurchases, redemptions or other acquisitions of shares of capital stock effecting the reclassification of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directorsGuarantor's capital stock, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ivc) the purchase purchasing of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (vd) any declaration of a dividend in connection with any stockholder's rights plan, declaring dividends or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any dividend distributions in the form of stock, warrants, options or other rights Guarantor's capital stock where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid paid; (e) making any declaration of a dividend in connection with the implementation of a shareholder's rights plan, or ranks pari passu the issuance of shares under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; and (f) making any payments under this Guarantee. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities to be transferred except to the extent such transfer is permitted under Section 7.9 of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's direct or indirect ownership of the Common Securities and (ii) will use reasonable efforts to cause the Issuer to continue to be treated as a grantor trust for United States federal income tax purposes, except in connection with or junior to such stock)a distribution of Notes as provided in the Declaration.

Limitation of Transactions. So long as any Capital Convertible Preferred Securities remain outstanding, if (ai) there shall have occurred and be continuing an Event of Default hereunder or an event of default under the Declaration or (bii) if the Guarantor exercises its right to defer interest payments on the Convertible Debentures, then (a) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may will not (x) declare or pay any dividends dividend or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures distribution (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of in shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such its capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of on any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (ivb) neither the purchase Guarantor nor any of fractional interests in shares its Subsidiaries will redeem, purchase, acquire for value or make a liquidation payment to any holder of, or with respect to, any of the Guarantor's its capital stock pursuant to the or Other Subordinated Indebtedness (other than (x) as an issuance of capital stock upon conversion of a convertible security or exchange provisions in payment of interest, premium or principal or in payment in redemption, purchase or other acquisition or liquidation of capital stock or Other Subordinated Indebtedness, (y) as a result of reclassification of such capital stock or the security being converted exchange or exchangedconversion of one class or series of capital stock for another class or series of capital stock, or (vz) any declaration of a dividend in connection with the right of Guarantor to purchase or reacquire shares of Common Stock Series A under the provisions of the First Supplemental Indenture, the Declaration or the Limited Partnership Agreement), (c) the Guarantor will not make any stockholder's rights planpayment of principal, premium or interest (unless payable in shares of capital stock) on Other Subordinated Indebtedness, and (d) neither Guarantor nor any of its Subsidiaries will make any guarantee of payments which would be prohibited or limited by the foregoing (other than payments under this Guarantee Agreement, payments of dividends by a Subsidiary, or the issuance guarantees of rights, stock dividends or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) 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 payments payable to such stockGuarantor).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing a Default or an Event of Default or (b) the Guarantor Debenture Issuer shall have selected an Extension Period as provided in the Declaration Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or stock, (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects pari passu with or junior in interest to the Debentures or (z) make any payment under any guarantees of the Guarantor that rank in all respects pari passu with or junior in interest to this Guarantee (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the 12 applicable Extension Period, (iiiii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iviii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (viv) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (viv) 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).

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or Default, (b) there shall have occurred a default or an event of default under the Indenture or (c) the Guarantor shall have selected an Extension Period has given notice of its election to defer payments of interest on the Debentures as provided in Section 2.12 of the Declaration Indenture and the period of such period, or any extension thereof, shall have commenced and be deferral is continuing, then the Guarantor may shall not (xi) declare or pay any dividends dividend on, make any distribution or distributions onother payment with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (iiA) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (Ai) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (Bii) in connection with a dividend reinvestment or stockholder stock purchase plan or (Ciii) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iiiB) as a result of any an exchange or conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (ivstock,(C) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (vD) any declaration of a dividend in connection with any stockholder's shareholders' rights plan, plan or the issuance of rights, stock or other property under any stockholder's shareholders' rights plan, plan or the redemption or repurchase of rights pursuant thereto, thereto or (viE) any dividend or distribution in the form of stock, warrants, options capital stock or other rights to acquire capital stock where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock or the rights of the capital stock being issued, or issuable pursuant to such rights, rank in all respects pari passu or junior to the capital stock as to which such dividend or distribution is paid), (ii) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that on which the dividend is being paid or ranks rank pari passu with or junior to such stockthe Debentures or (iii) make any guarantee payments under any guarantees of the Guarantor that rank in all respects pari passu with or junior to this Preferred Securities Guarantee). In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes and (iii) will cause the Issuer to remain a statutory business trust, except in connection with a distribution of Debentures to the Holders in liquidation of the Issuer, the redemption of all of the Trust Securities, or certain mergers, consolidations or amalgamations, each as provided in the Declaration.

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

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

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an a Debenture Event of Default, a Declaration Event of Default or (b) an event that, with the giving of notice or the lapse of time or both, would constitute a Debenture Event of Default or a Declaration Event of Default, or a selection by the Guarantor shall have selected an Extension of a Deferral Period as provided in the Declaration Indenture and such period, or any extension thereof, shall have commenced and be continuing, then (a) the Guarantor may shall not (x) declare or pay any dividends dividend on, or distributions onmake any distribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock or (yother than stock dividends paid by the Guarantor which stock dividends consist of the stock of the same class as that on which the dividend is being paid), (b) the Guarantor shall not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor which rank pari passu with or junior in interest to the Debentures and (c) shall not make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor that rank if such guarantee ranks pari passu in all respects with or junior in interest to the Debentures (in each case, other than (iA) dividends or distributions in Common Stock, (B) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (C) payments under this Guarantee, (iiD) repurchases, redemptions purchases or other acquisitions of shares of capital stock the Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plan or any other contractual obligation of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement than a contractual obligation ranking pari passu with or for junior in interest to the benefit of one or more employees, officers, directors, or consultantsSecurities), (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iiiE) as a result of any a reclassification of the Guarantor's capital stock or the exchange or conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (ivF) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) 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).

Limitation of Transactions. So long as any Capital Trust Common Securities remain outstanding, if (ai) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period and such extension shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under the Guarantee or (iii) there shall have occurred and be continuing any event that, with the giving of notice or the lapse of time or both, would constitute an Indenture Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuingDefault, then the Guarantor may shall not (xa) declare or pay any dividends or distributions on, or redeemmake a distribution with respect to, purchase, or redeem or purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (other than (1) purchases or acquisitions of shares of Company Common Stock (or Company Common Stock equivalents) in connection with the satisfaction by the Guarantor of its obligations under any employee benefit or agent plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security requiring the Guarantor to purchase shares of Company Common Stock (or Company Common Stock equivalents), (2) purchases of shares of Company Common Stock (or Company Common Stock equivalents) from officers or employees of the Guarantor or its subsidiaries upon termination of employment or retirement not pursuant to any obligation under any contract or security requiring the Guarantor to purchase shares of Company Common Stock (or Company Common Stock equivalents), (3) as a result of a reclassification of the Guarantor's capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (iv4) dividends or distributions of shares of Company Common Stock on Company Common Stock or (5) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), (vb) make any declaration payment of a dividend in connection with principal of (premium, if any) or interest on or repay, repurchase or redeem any stockholder's rights plan, or debt securities (including guarantees) issued by the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) 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 Guarantor that on which the dividend is being paid or ranks rank pari passu with or junior to such stockthe Debentures and (c) make any guarantee payments with respect to any of the foregoing (other than pursuant to the Guarantee).

Limitation of Transactions. So long as any Capital Preferred -------------------------- Securities remain outstanding, if (ai) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in under the Declaration and such period, or any extension thereofevent that, shall have commenced and be continuingwith the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor may shall not (xa) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, or make a any liquidation payment with respect to, any of the Guarantor's its capital stock or (yb) make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects PARI PASSU with or junior in interest to the Debentures Debt Securities or make any guarantee payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks PARI PASSU with or junior in interest to the Debt Securities (other than (i) as a result of the exchange, redemption or conversion of one class or series of the capital stock of the Guarantor (or any capital stock of a subsidiary thereof) for another class or series of the capital stock of the Guarantor or any class or series of the indebtedness of the Guarantor for any class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in common stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of rights, stock or other property under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under this Guarantee, Preferred Securities Guarantee or under any similar guarantee by the Guarantor with respect to any trust common or trust preferred securities of its subsidiaries and (iivi) repurchases, redemptions or other acquisitions of shares of the capital stock of the Guarantor (A) in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, directors or consultants, (B2) in connection with a dividend reinvestment or stockholder shareholder stock purchase plan or (C3) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), ) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) 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 stockextension period).

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may agrees that it will not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of the Guarantor's capital stock or (y) make any payment of principal of the exchange or interest or 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 Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit conversion of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ivd) the payment of accrued dividends and the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (ve) purchases of the Guarantor's common stock related to the issuance of the Guarantor's common stock or rights under any declaration of the Guarantor's benefit plans for its directors, officers or employees, any of the Guarantor's dividend reinvestment plans or stock purchase plans, or any of the benefit plans of any of the Guarantor's Affiliates, for such Affiliate's directors, officers or employees) or make any guarantee payment with respect thereto, if at such time (i) the Guarantor shall be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its election of an Extended Interest Payment Period and such period, or any extension thereof, is continuing. In addition, so long as any Preferred Securities remain outstanding, the Guarantor agrees that it (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities to be transferred except to the extent such transfer is permitted under Section 9.01 of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities and (ii) will use reasonable efforts to cause the Issuer to continue to be treated as a dividend grantor trust for United States federal income tax purposes except in connection with any stockholder's rights plan, or the issuance a distribution of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any dividend Debentures as provided 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)Declaration.

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default Default, or (b) an event of which the Guarantor has actual knowledge that, with the giving of notice or the lapse of time or both, would constitute an event of default under the Indenture and in respect of which the Guarantor shall not have selected taken reasonable steps to cure, or if the Guarantor has given notice of its selection of an Extension Period as provided in extended interest period with respect to the Declaration Debentures and such period, or any extension thereof, shall have commenced and be is continuing, then then, in each case, (a) the Guarantor may shall not (x) declare or pay any dividends dividend on, or distributions onmake any distribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of its capital stock, (b) the Guarantor's capital stock or (y) Guarantor shall not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) issued by the Guarantor that which rank pari passu in all respects PARI PASSU with or junior in interest to the Debentures Debentures, and (c) the Guarantor shall not make any payments with respect to any guarantee of a debt security of any of the Guarantor's subsidiaries (including other than guarantees) if such guarantee ranks PARI PASSU with or junior to the Debentures; provided that the foregoing restrictions in this Section 6.1(a) shall not apply to (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, directors or consultants, consultants or (B) in connection with a dividend reinvestment or stockholder stock purchase plan or plan, (Cii) in connection with the issuance of capital common stock of the Guarantor (or securities convertible into or exercisable for such capital common stock), ) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodsuch extended interest payment period, (iii) as a result the reclassification of any the capital stock of the Guarantor 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 another class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, provided that such reclassification, exchange or conversion does not include any cash payments, (iv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration the issuance of a dividend the capital stock of the Guarantor in connection with any stockholder's the exercise of certain rights planon convertible securities, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any dividend in the form of common stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is common stock, or (vii) payments by Guarantor under this Guarantee or under any similar guarantee by Guarantor with respect to any securities of its subsidiaries that are made on a pro rata basis on all such guarantees, provided the same stock proceeds from the issuance of such securities were used to purchase junior subordinated deferrable interest debentures issued by such subsidiary. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Securities and shall not cause or permit the Common Securities to be transferred except to the extent such transfer is permitted under the Indenture, provided that on which any permitted successor of the dividend is being paid or ranks pari passu Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities and (ii) will use its reasonable efforts to cause the Trust to continue to be treated as a grantor trust for United States federal income tax purposes except in connection with or junior to such stock)a distribution of Debentures.

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

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

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

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

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

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

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if at such time (ai) the Guarantor has exercised its option to defer interest payments on the Debentures and such deferral is continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing any event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default or (b) under the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuingIndenture, then the Guarantor may shall not (xa) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, purchase or acquire, or make a liquidation payment with respect to, any of the Guarantor's its capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i1) payments under this Guarantee, (ii) repurchases, redemptions purchases or other acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans, (2) as a result of a reclassification of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iv3) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, exchanged or (vi4) any dividend in stock dividends paid by the form Guarantor which consist 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 class as that on which the dividend is being paid paid), (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor after the date hereof that ranks pari passu with or junior to such stockthe Debentures and (c) make any guarantee payments with respect to the foregoing (other than pursuant to this Preferred Securities Guarantee).

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (yii) make any payment of principal of or interest or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Preferred Securities Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iiid) as a result of any a reclassification of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (vf) any declaration purchases of a dividend in connection with any stockholder's rights plan, or common stock related to the issuance of rights, common stock or other property rights under any stockholderof the Guarantor's rights planbenefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the redemption giving of notice or repurchase the lapse of rights pursuant theretotime, or both, would be an Indenture Event of Default and (vib) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any dividend in obligations under this Preferred Securities Guarantee or (iii) the form Guarantor shall have given notice of stock, warrants, options or other rights where its election of the dividend stock or the stock issuable upon exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any 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)extension shall be continuing.

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if at such time (ai) the Guarantor has exercised its option to defer interest payments on the Debentures and such deferral is continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing any event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default or (b) under the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuingIndenture, then the Guarantor may shall not (xa) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, purchase or acquire, or make a liquidation payment with respect to, any of the Guarantor's its capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i1) payments under this Guarantee, (ii) repurchases, redemptions purchases or other acquisitions of shares of common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans, (2) as a result of a reclassification of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iv3) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, exchanged or (vi4) any dividend in stock dividends paid by the form Guarantor which consist 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 class as that on which the dividend is being paid paid), (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor after the date hereof that ranks pari passu with or junior to such stockthe Debentures and (c) make any guarantee payments with respect to the foregoing (other than pursuant to this Preferred Securities Guarantee).

Limitation of Transactions. So long as any Capital Trust Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration not, and such periodshall not permit any of its Subsidiaries to, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's ’s capital stock or stock, (yii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Debentures or (other than iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) payments under this Guaranteethere shall have occurred any event that would be an Indenture Event of Default and the Guarantor has not taken reasonable steps to cure such event, (ii) repurchasesif such Debentures are held by the Property Trustee, redemptions the Guarantor shall be in default with respect to its payment of any obligations under this Trust Securities Guarantee or other acquisitions (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing. The restrictions set forth in the preceding sentence shall not, however, apply to the following: (a) dividends or distributions in shares of capital of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultantsGuarantor, (Bb) in connection with any declaration of a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Trust Securities Guarantee, (d) a reclassification of the Guarantor’s capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any one class or series of the Guarantor's ’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or another series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's ’s capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchangedexchanged and (f) purchases of the Guarantor’s common stock pursuant to any of the Guarantor’s employee, (v) any declaration of a director or agent benefit plans, dividend in connection with any stockholder's rights plan, or the issuance of rightsreinvestment plans, stock purchase plans or other property under any stockholder's rights plan, or contractual obligation of the redemption or repurchase of rights pursuant thereto, or (vi) any dividend in the form of stock, warrants, options or Guarantor 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 than a contractual obligation ranking equally with or junior to such stock)the Debentures.

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (yii) make any payment of principal of or principal, interest or premium, if any, on on, or repay, repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures (other than (ia) payments under this Guaranteedividends or distributions in shares of, (ii) repurchasesor options, redemptions warrants, rights to subscribe for or other acquisitions of purchase shares of capital of, common stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultantsGuarantor, (Bb) in connection with any declaration of a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholder's rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iiic) payments under the Capital Securities Guarantee, (d) as a result of any a reclassification of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (vf) any declaration purchases or issuances of a dividend common stock in connection with any stockholderof the Guarantor's rights planstock option, stock purchase, stock loan or other benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans, in each case as now existing or hereafter established or amended), if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the issuance giving of rights, stock notice or other property under any stockholder's rights planthe lapse of time, or both, would be an Event of Default and (b) in respect of which the redemption or repurchase Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of rights pursuant thereto, any obligations under this Series B Capital Securities Guarantee or (viiii) any dividend in the form Guarantor shall have given notice of stock, warrants, options or other rights where its election of the dividend stock or the stock issuable upon exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any 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)extension shall be continuing.

Limitation of Transactions. So long as any Capital Partnership Preferred Securities remain outstanding, if (ai) there shall have occurred and be continuing an Event of Default hereunder or an event of default under the Limited Partnership Agreement or (bii) if the Guarantor exercises its right to defer interest payments on the Convertible Debentures, then (a) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may will not (x) declare or pay any dividends dividend or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures distribution (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of in shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such its capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of on any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (ivb) neither the purchase Guarantor nor any of fractional interests in shares its Subsidiaries will redeem, purchase, acquire for value or make a liquidation payment to any holder of, or with respect to, any of the Guarantor's its capital stock pursuant to the or Other Subordinated Indebtedness (other than (x) as an issuance of capital stock upon conversion of a convertible security or exchange provisions in payment of interest, premium or principal or in payment in redemption, purchase or other acquisition or liquidation of capital stock or Other Subordinated Indebtedness, (y) as a result of reclassification of such capital stock or the security being converted exchange or exchangedconversion of one class or series of capital stock for another class or series of capital stock, or (vz) any declaration of a dividend in connection with the right of Guarantor to purchase or reacquire shares of Common Stock Series A under the provisions of the First Supplemental Indenture, the Declaration or the Limited Partnership Agreement), (c) the Guarantor will not make any stockholder's rights planpayment of principal, premium or interest (unless payable in shares of capital stock) on Other Subordinated Indebtedness, and (d) neither Guarantor nor any of its Subsidiaries will make any guarantee of payments which would be prohibited or limited by the foregoing (other than payments under this Guarantee Agreement, payments of dividends by a Subsidiary, or the issuance guarantees of rights, stock dividends or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) 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 payments payable to such stockGuarantor).

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

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (yii) make any payment of principal of or principal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures (other than (ia) payments under this Guaranteedividends or distributions in shares of, (ii) repurchasesor options, redemptions warrants, rights to subscribe for or other acquisitions of purchase shares of capital of, common stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultantsGuarantor, (Bb) in connection with any declaration of a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholder's rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iiic) payments under the Capital Securities Guarantee, (d) as a result of any a reclassification of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (vf) any declaration purchases of a dividend in connection with any stockholder's rights plan, or common stock related to the issuance of rights, common stock or other property rights under any stockholderof the Guarantor's rights planbenefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the redemption giving of notice or repurchase the lapse of rights pursuant theretotime, or both, would be an Event of Default and (vib) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any dividend in obligations under this Series B Capital Securities Guarantee or (iii) the form Guarantor shall have given notice of stock, warrants, options or other rights where its election of the dividend stock or the stock issuable upon exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any 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)extension shall be continuing.

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there The Guarantor covenants and agrees that it shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (xi) declare or pay any dividends or distributions on, or redeem, redeem purchase, acquire, acquire or make a liquidation payment with respect to, any shares of the Guarantor's capital stock of the Guarantor or (yii) make any payment of principal of or any interest or premium, if any, 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 Debentures Notes (other than (i) payments under this Guarantee, (iiA) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, directors or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), ) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iiiB) as a result of any an exchange or conversion of any class or series of the Guarantor's capital stock of the Guarantor (or any capital stock of a subsidiary Subsidiary of the Guarantor) ), for any class or series of the Guarantor's capital stock of the Guarantor or of any class or series of the Guarantor's indebtedness of the Guarantor for any class or series of the capital stock of the Guarantor's capital stock, (ivC) the purchase of fractional interests in shares of the Guarantor's capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (vD) any declaration of a dividend in connection with any stockholder's rights planRights Plan, or the issuance of rights, stock or other property under any stockholder's rights plan, Rights Plan or the redemption or repurchase of rights pursuant thereto, thereto or (viE) 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), if at such time the Guarantor shall have given notice of its election to begin an Extension Period with respect to the Notes as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default, (b) there shall have occurred an Event of Default (as defined under the Indenture) or (bc) the Debenture Issuer has exercised its option to defer interest payments on the Debentures by extending the interest payment period as provided in Article IV of the First Supplemental Indenture to the Indenture, and such period or extension thereof shall be continuing, then (i) the Guarantor shall have selected an Extension Period as provided in not, and shall not permit the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) Debenture [Issuer OR Guarantor] to declare or pay any dividends or distributions dividend on, make any distribution relating to, or redeem, purchase, acquire, or make a liquidation payment with respect relating to, any of the Guarantor's its capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects guarantee payments with or junior in interest to the Debentures respect thereto (other than (i) payments under this Guarantee, (iiA) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with the satisfaction by the Guarantor of its obligations under any employment contract, employee benefit plan plans or any other similar arrangement contractual obligation of the Guarantor (other than a contractual obligation ranking pari passu with or for junior to the benefit of one or more employees, officers, directors, or consultantsDebentures), (B) in connection with as a dividend reinvestment or stockholder stock purchase plan or (C) in connection with result of a reclassification of the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any Debenture [Issuer OR Guarantor] or the exchange or conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor or the Debenture [Issuer OR Guarantor) ] for any another class or series of the Guarantor's capital stock or of any class or series of the Guarantor or the Debenture [Issuer OR Guarantor's indebtedness for any class or series of the Guarantor's capital stock], (ivC) the purchase of fractional interests in shares of the Guarantor's capital stock of the Guarantor or the Debenture [Issuer OR Guarantor] pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (vD) dividends and distributions made upon the capital stock of the Guarantor or the Debenture [Issuer OR Guarantor] or rights to acquire that capital stock with the Guarantor's or the Debenture [Issuer OR Guarantor]'s capital stock or rights to acquire that capital stock), (ii) the Guarantor shall not and shall not permit the Debenture [Issuer OR Guarantor] to make any declaration payment of a dividend in connection with any stockholder's rights planinterest, principal or premium, if any, on, or repay, repurchase or redeem any debt securities issued by the issuance of rights, stock or other property under any stockholder's rights plan, Guarantor or the redemption or repurchase of rights pursuant thereto, or (vi) 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 Debenture [Issuer OR Guarantor] that on which the dividend is being paid or ranks rank pari passu with or junior to such stockthe Debentures and (iii) the Guarantor shall not make, and shall not permit the Debenture [Issuer OR Guarantor] to make any guarantee payments with respect to the foregoing (other than pursuant to this Preferred Securities Guarantee or the guarantee under the Indenture). In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities and (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the Declaration.

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an a Debenture Event of Default, a Declaration Event of Default or (b) an event that, with the giving of notice or the lapse of time or both, would constitute a Debenture Event of Default or a Declaration Event of Default, or a selection by the Guarantor shall have selected an Extension of a Deferral Period as provided in the Declaration Indenture and such period, or any extension thereof, shall have commenced and be continuing, then (a) the Guarantor may shall not (x) declare or pay any dividends dividend on, or distributions onmake any distribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock or (yother than stock dividends paid by the Guarantor which stock dividends consist of the stock of the same class as that on which the dividend is being paid), (b) the Guarantor shall not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor which rank PARI PASSU with or junior in interest to the Debentures and (c) shall not make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor that rank pari passu in all respects if such guarantee ranks PARI PASSU with or junior in interest to the Debentures (in each case, other than (iA) dividends or distributions in Common Stock, (B) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (C) payments under this Guarantee, (iiD) repurchases, redemptions purchases or other acquisitions of shares of capital stock the Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plan or any other contractual obligation of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement than a contractual obligation ranking PARI PASSU with or for junior in interest to the benefit of one or more employees, officers, directors, or consultantsSecurities), (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iiiE) as a result of any a reclassification of the Guarantor's capital stock or the exchange or conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (ivF) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) 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).

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (ai) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) an Event of Default shall have occurred under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in under the Declaration and such period, (as defined therein) or any extension thereofevent that, shall have commenced and be continuingwith the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration (as defined therein), then the Guarantor may shall not (xa) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, or make a any liquidation payment with respect to, any of the Guarantor's its capital stock or (yb) make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects PARI PASSU with or junior in interest to the Debentures Debt Securities or make any guarantee payment with respect to any guarantee by the Guarantor of any debt securities if such guarantee ranks PARI PASSU with or junior in interest to the Debt Securities (other than (i) as a result of the exchange, redemption or conversion of one class or series of the capital stock of the Guarantor (or any capital stock of a subsidiary thereof) for another class or series of the capital stock of the Guarantor or any class or series of the indebtedness of the Guarantor for any class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in common stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under this Guarantee, Preferred Securities Guarantee or under any similar guarantee by the Guarantor with respect to any trust common or trust preferred securities of its subsidiaries and (iivi) repurchases, redemptions or other acquisitions of shares of the capital stock of the Guarantor (A) in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, directors or consultants, (B2) in connection with a dividend reinvestment or stockholder shareholder stock purchase plan or (C3) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), ) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) 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 stockextension period).

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration not, and such period, or shall not permit any extension thereof, shall have commenced and be continuing, then subsidiary of the Guarantor may not to, (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (ywhich includes common and preferred stock) make any payment of principal of or interest or 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 Debentures (other than (ia) payments under this Guaranteedividends or distributions in shares of, (ii) repurchasesor options, redemptions warrants, rights to subscribe for or other acquisitions of purchase shares of capital of, common stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultantsGuarantor, (Bb) in connection with any declaration of a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iiic) as a result of any a reclassification of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ivd) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (ve) any declaration purchases of a dividend in connection with any stockholderthe Guarantor's rights plan, or common stock related to the issuance of rights, the Guarantor's common stock or other property rights under any stockholderof the Guarantor's rights planbenefit plans for its directors, officers, employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or the redemption or repurchase of rights pursuant theretopremium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (viincluding any Other Debentures) 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 rank PARI PASSU with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks PARI PASSU with or junior in right of payment to the Debentures, if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (a) with the giving of notice or the lapse of time, or both, would constitute an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (2) an Indenture Event of Default shall have occurred and be continuing, (3) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (4) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture or such extension period, or any such extension shall have commenced and be continuing. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing under the Declaration, the rights of the holders of the Common Securities to receive Guarantee Payments under the Common Securities Guarantee or any Other Common Securities Guarantee shall be subordinated to the rights of the holders of the Preferred Securities, to receive payments of all amounts due and owing to such stock)holders under this Preferred Securities Guarantee or any Other Guarantee.

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an a Guarantee Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuinga Trust Enforcement Event, then the Guarantor may shall not, and shall not permit any subsidiary of the Guarantor to, (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (yii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior to the Debentures (other than (i) payments under this Guarantee, (iia) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, directors or consultants, (B) consultants or in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodplan, (iiib) as a result of any an exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (ivc) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (vd) any declaration of a dividend in connection with the adoption of any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vie) 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).

Limitation of Transactions. So long as any Capital Trust Preferred Securities remain outstanding, if (a) there shall have occurred and a Guarantee Event of Default or an Event of Default, or an event that, with the giving of notice or the lapse of time, or both, would be continuing a Guarantee Event of Default or an Event of Default or (b) then, prior to the payment of all accrued interest on outstanding Debentures , the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (ywhich includes common and preferred stock), (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu in all respects PARI PASSU with or junior in interest right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary (including under Other Guarantees) if such guarantee ranks equal or junior in right of payment to the Debentures (other than (ia) payments under this Guaranteedividends or distributions in shares of, (ii) repurchasesor options, redemptions warrants, rights to subscribe for or other acquisitions of purchase shares of capital of, common stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultantsGuarantor, (Bb) in connection with any declaration of a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iiic) as payments under the Trust Preferred Securities Guarantee, (d) the purchase of fractional shares resulting from a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series reclassification of the Guarantor's capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, exchanged and (vf) any declaration purchases of a dividend in connection with any stockholder's rights plan, or common stock related to the issuance of rights, common stock or other property rights under any stockholderof the Guarantor's rights planbenefit plans for its directors, officers or employees or any of the redemption or repurchase of rights pursuant thereto, or (vi) any Guarantor's dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stockreinvestment plans).

Limitation of Transactions. So The Guarantor hereby covenants and agrees that, so long as any Capital Securities Debentures remain outstanding, if it will not, and will not permit any of its Subsidiaries to, (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's outstanding capital stock shares of the Guarantor or (yb) make any payment of principal of or of, interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Guarantor that rank pari passu in all respects with ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) payments under this Guaranteedividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) repurchases, redemptions or other acquisitions any declaration of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholder’s rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iii) as the purchase of fractional shares resulting from a result reclassification of any the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor's capital stock ’s (or any Subsidiary’s) capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor's ’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor's indebtedness for ’s (or any class or series of the Guarantor's capital stockSubsidiary’s) indebtedness, (ivv) the purchase of fractional interests in shares of the Guarantor's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or ; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Agreement or (3) the Issuer shall have given notice of election to begin an Extension Period with respect to the Debentures as provided in the form of stockIndenture and shall not have rescinded such notice, warrantsor such Extension Period, options or other rights where the dividend stock or the stock issuable upon exercise of such warrantsany extension thereof, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)shall be continuing.

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

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or an event of default under the Declaration, then (ba) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of its capital stock (other than (A) (i) purchases or acquisitions of shares of the Guarantor's capital stock (or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (Cequivalents) in connection with the issuance satisfaction by the Guarantor of its obligations under any officer's, directors or employee benefit plans (or any options or other instruments issued thereunder) or the satisfaction by the Guarantor of its obligations pursuant to any contract or security requiring the Guarantor to purchase shares of the Guarantor's capital stock (or capital stock equivalents), (ii) purchases of shares of the Guarantor's capital stock (or capital stock equivalents) from officers, directors or employees of the Guarantor (or securities convertible into its subsidiaries pursuant to employment agreements or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence upon termination of the Event of Default employment or the applicable Extension Periodretirement, (iii) as a result of any a reclassification, combination or subdivision of the Guarantor's capital stock or the exchange or conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (iv) dividends or distributions of shares of common stock on common stock, (v) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the any security being converted or exchangedexchanged into such capital stock, (vvi) any declaration purchases or other acquisitions of a dividend common stock in connection with a dividend reinvestment or other similar plan, or (vii) any stockholder's dividend or distribution of capital stock (or capital stock equivalents) in connection with the implementation of stockholders rights plan, or the issuance of rights, stock or other property under any stockholder's rights plansuch plan in the future, or the redemption or repurchase of any such rights pursuant thereto, or (viB) guarantee payments made with respect to any dividend in of the form foregoing), (b) the Guarantor shall not make any payment of stockinterest, warrantsprincipal or premium, options if any, on or other rights where repay, repurchase or redeem any debt securities issued by the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on Guarantor which the dividend is being paid or ranks rank pari passu with or junior to such stockthe Debentures and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant to 14 18 the Guarantee or the Guarantor's guarantee of the Common Securities).

Limitation of Transactions. So long as any Capital Trust Common Securities remain outstanding, if (ai) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period and such extension shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under the Trust Common Securities Guarantee or (iii) there shall have occurred and be continuing any event that, with the giving of notice or the lapse of time or both, would constitute an Indenture Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuingDefault, then the Guarantor may shall not (xa) declare or pay any dividends or distributions on, or redeemmake a distribution with respect to, purchase, or redeem or purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (other than (1) purchases or acquisitions of shares of Company Common Stock (or Company Common Stock equivalents) in connection with the satisfaction by the Guarantor of its obligations under any employee benefit or agent plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security requiring the Guarantor to purchase shares of Company Common Stock (or Company Common Stock equivalents), (2) purchases of shares of Company Common Stock (or Company Common Stock equivalents) from officers or employees of the Guarantor or its subsidiaries upon termination of employment or retirement not pursuant to any obligation under any contract or security requiring the Guarantor to purchase shares of Company Common Stock (or Company Common Stock equivalents), (3) as a result of a reclassification of the Guarantor's capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (iv4) dividends or distributions of shares of Company Common Stock on Company Common Stock or (5) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), (vb) make any declaration payment of a dividend in connection with principal of (premium, if any) or interest on or repay, repurchase or redeem any stockholder's rights plan, or debt securities (including guarantees) issued by the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) 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 Guarantor that on which the dividend is being paid or ranks pari passu rank PARI PASSU with or junior to such stockthe Debentures and (c) make any guarantee payments with respect to any of the foregoing (other than pursuant to the Trust Common Securities Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (ai) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period and such extension shall be continuing, (ii) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations under this Common Securities Guarantee or (iii) there shall have occurred and be continuing any event that, with the giving of notice, would constitute an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may (a) shall not (x) declare or pay any dividends or dividend on, make distributions onwith respect to, or redeem, purchase, purchase or acquire, or make a liquidation payment with respect to, any of the Guarantor's its capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions purchases or other acquisitions of shares of capital its common stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of satisfaction by the Guarantor (or securities convertible into any of its subsidiaries of their respective obligations under any benefit plans for directors, officers, agents or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default employees or the applicable Extension PeriodGuarantor's dividend reinvestment or director, officer, agent or employee stock purchase plans, (iiiii) as a result of any a reclassification of its capital stock or the exchange or conversion of any one class or series of the Guarantor's its capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's its capital stock, (iviii) the purchase of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchangedexchanged for capital stock, (iv) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of capital stock of the Guarantor or (v) any declaration of a dividend in connection with any stockholder's the implementation or extension of a stockholders' rights plan, or the issuance of rights, stock or other property under any stockholder's rights such plan (including such existing plan, ) in the future or the redemption or repurchase of or any such rights pursuant thereto)), (b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor which rank pari passu with or junior to the Debentures and (vic) shall not make any dividend in guarantee payments with respect to any guarantee by the form Guarantor of stock, warrants, options or other rights where 8 6 any securities of any subsidiary of the dividend stock or the stock issuable upon exercise of Guarantor if such warrants, options or other rights is the same stock as that on which the dividend is being paid or guarantee ranks pari passu with or junior in right of payment to such stock)the Debentures.

Limitation of Transactions. So long as any Series B Capital Securities remain outstanding, if at any time (a1) there shall have occurred and be continuing a Default or an Event of Default Default, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Series B Guarantee or (b3) the Guarantor shall have selected an Extension Period given notice of its election to defer payments of interest on the Debt Securities by extending the interest payment period as provided in Section 2.08 of the Declaration Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or stock, (y) make any payment of principal of or interest or premium, if any, or interest or Liquidated Damages, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects pari passu with or junior in interest to the Debentures Debt Securities or (z) make any payment under any guarantees of the Guarantor that rank in all respects pari passu with or junior in interest to this Series B Guarantee (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, including an employee stock purchase plan, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period(1), (iii2) or (3) above, (ii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iviii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (viv) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (viv) 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).. 14 NEXT PAGE

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (ywhich includes common and preferred stock), (ii) make any payment of principal of or interest of, or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (ia) payments under this Guaranteedividends or distributions in shares of, (ii) repurchasesor options, redemptions warrants, rights to subscribe for or other acquisitions of purchase shares of capital of, common stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultantsGuarantor, (Bb) in connection with any declaration of a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iiic) payments under the Capital Securities Guarantee, (d) as a result of any a reclassification of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, exchanged and (vf) any declaration purchases of a dividend in connection with any stockholder's rights plan, or common stock related to the issuance of rights, common stock or other property rights under any stockholderof the Guarantor's rights planbenefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the redemption giving of notice or repurchase the lapse of rights pursuant theretotime, or both, would be an Indenture Event of Default and (vib) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any dividend in obligations under this Capital Securities Guarantee or (iii) the form Guarantor shall have given notice of stock, warrants, options or other rights where its election of the dividend stock or the stock issuable upon exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any 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)extension shall be continuing.

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

Limitation of Transactions. So long as any Capital Trust Securities remain outstanding, if (a) there shall have occurred and be continuing an for any period a Capital Guarantee Event of Default has occurred and is continuing, then, unless and until, since the curing or (b) waiver of any such default, the Capital Trust has made Distributions on the Capital Trust Preferred Securities in full on four consecutive Distribution Payment Dates, the Guarantor shall have selected an Extension Period as provided in not, and shall not permit any subsidiary of the Declaration and such periodGuarantor, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) to declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (y) to make any payment of principal of or principal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest and right of payment to the Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary if such guarantee ranks pari passu with or junior in interest and right of payment to the Debentures (other than (i1) payments under this any declaration or payment of a dividend or distribution on, or any payment of principal, premium, if any, or interest on any guarantee, debt security or instrument of the Guarantor ranking pari passu with the Debentures that is made on a pro rata basis with all other such guarantees, debt securities and instruments, including the Debentures and the Asset Trust Preferred Guarantee, (ii2) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) 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, directors or consultants, (B) consultants or in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodplan, (iii3) as a result of any an exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or of series of the Guarantor's Guarantor `s indebtedness for any class or series of the Guarantor's capital stock, (iv4) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v5) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi6) 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)).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (yii) make any payment of principal of or principal, interest or premium, if any, on with respect to, or repay, repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (ia) payments under this Guaranteedividends or distributions in 22 shares of, (ii) repurchasesor options, redemptions warrants or other acquisitions of rights to subscribe for or purchase shares of capital of, common stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultantsGuarantor, (Bb) in connection with any declaration of a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iiic) payments under the Capital Securities Guarantee, (d) as a result of any a reclassification of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (vf) any declaration the issuance of a dividend Common Stock upon exercise of the Aetna Option and (g) purchases or issuances of common stock in connection with any stockholderof the Guarantor's rights planstock option, stock purchase, stock loan or other benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans, in each case as now existing or hereafter established or amended), if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the issuance giving of rights, stock notice or other property under any stockholder's rights planthe lapse of time, or both, would be an Event of Default and (b) in respect of which the redemption or repurchase Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of rights pursuant thereto, any obligations under this Series B Capital Securities Guarantee or (viiii) any dividend in the form Guarantor shall have given notice of stock, warrants, options or other rights where its election of the dividend stock or the stock issuable upon exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any 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)extension shall be continuing.

Limitation of Transactions. So long as any Capital Securities TECONS remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or an event of default under the Declaration, then (ba) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of its capital stock (other than (A) (i) purchases or acquisitions of shares of the Guarantor's capital stock (or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (Cequivalents) in connection with the issuance satisfaction by the Guarantor of its obligations under any officer's, directors or employee benefit plans (or any options or other instruments issued thereunder) or the satisfaction by the Guarantor of its obligations pursuant to any contract or security requiring the Guarantor to purchase shares of the Guarantor's capital stock (or capital stock equivalents), (ii) purchases of shares of the Guarantor Guarantor's capital stock (or securities convertible into capital stock equivalents) from officers, directors or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence employees of the Event company or its subsidiaries pursuant to employment agreements or upon termination of Default employment or the applicable Extension Periodretirement, (iii) as a result of any a reclassification, combination or subdivision of the Guarantor's capital stock or the exchange or conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (iv) dividends or distributions of shares of common stock on common stock, (v) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the any security being converted or exchangedexchanged into such capital stock, (vvi) any declaration dividends or distributions on, or redemptions, purchases or acquisitions of, or liquidation payments with respect to, the Series B Preferred Stock, (vii) purchases or other acquisitions of a dividend common stock in connection with a dividend reinvestment or other similar plan, or (viii) any stockholder's dividend or distribution of capital stock (or capital stock equivalents) in connection with the implementation of stockholders rights plan, or the issuance of rights, stock or other property under any stockholder's rights plansuch plan in the future, or the redemption or repurchase of any such rights pursuant thereto, or (viB) guarantee payments made with respect to any dividend in of the form foregoing), (b) the Guarantor shall not make any payment of stockinterest, warrantsprincipal or premium, options if any, on or other rights where repay, repurchase or redeem any debt securities issued by the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on Guarantor which the dividend is being paid or ranks rank pari passu with or junior to such stockthe Convertible Debentures and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant to the Guarantee or the Guarantor's guarantee of the Trust Common Securities).

Limitation of Transactions. So long If (i) the Company shall exercise its right to defer payment of interest as any Capital Securities remain outstandingprovided in Section 4.1 and the Extended Interest Payment Period is continuing, if or (aii) there shall have occurred and be continuing an any Event of Default Default, as defined in the Indenture, or (biii) there shall have occurred any Event of Default, as defined in the Preferred Securities Guarantee, then (a) neither the Company nor the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects guarantee payments with or junior in interest to the Debentures respect thereto (other than (i) payments under this Guarantee, (ii1) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance satisfaction by the Guarantor of capital stock its obligations under any employee benefit plans or any other contractual obligation of the Guarantor (other than a contractual obligation ranking pari passu with or securities convertible into or exercisable for such capital stockjunior to the Debentures), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii2) as a result of any exchange or conversion of any class or series a reclassification of the GuarantorCompany'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 the exchange or conversion of any one class or series of the Company's or the Guarantor's indebtedness capital stock for any another class or series of the Company's or the Guarantor's capital stock, (iv3) the purchase of fractional interests in shares of the Company's or the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, exchanged or (v4) any declaration dividends or distributions made on the capital stock of a dividend in connection with any stockholder's rights plan, the Company or the issuance of rights, Guarantor or rights to acquire that capital stock or other property under any stockholderwith the Company's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend Guarantor's capital stock or the stock issuable upon exercise rights to acquire that capital stock), (b)the Company and the Guarantor shall not make any payment of such warrantsinterest, options principal or other rights is premium, if any, on, or repay, repurchase or redeem any debt securities issued by the same stock as Company or the Guarantor that on which the dividend is being paid or ranks rank pari passu with or junior to such stockthe Debentures and (c) the Company and the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee or the Guarantee).

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

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

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may will not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a distribution or liquidation payment with respect to, any of its capital stock (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor,(b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto,(c) as a result of a reclassification of the Guarantor's capital stock or (y) make any payment of principal of the exchange or interest or 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 Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit conversion of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor's capital stock or stock,(d) the payment of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iv) accrued dividends and the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (ve) purchases of the Guarantor's common stock related to the issuance of the Guarantor's common stock or rights under any declaration of the Guarantor's benefit plans for its directors, officers or employees, any of the Guarantor's dividend reinvestment plans or stock purchase plans, or any of the benefit plans of any of the Guarantor's Affiliates, for such Affiliate's directors, officers or employees), (y) make any payment of principal or of interest or premium, if any, on or repay, repurchase or redeem any debt security of the Company that ranks PARI PASSU with or junior in interest to the Debentures or (z) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (other than pursuant to this Guarantee Agreement or a dividend substantially similar guarantee agreement relating to a series of trust preferred securities substantially similar to the Preferred Securities) if such guarantee ranks PARI PASSU with or junior in interest to the Debentures, if at such time (i)the Guarantor shall be in default with respect to its Guarantee Payments or other payment obligations hereunder,(ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its election of an Extended Interest Payment Period and such period, or any extension thereof, is continuing. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities to be transferred except to the extent such transfer is permitted under Section 9.01 of the Declaration; PROVIDED that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities and (ii) will use reasonable efforts to cause the Issuer to continue to be treated as a grantor trust for United States federal income tax purposes except in connection with any stockholder's rights plan, or the issuance a distribution of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any dividend Debentures as provided 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)Declaration.

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (yii) make any payment of principal of or interest of, or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Series B Capital Securities Guarantee or the Common Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iiid) as a result of any a reclassification of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (vf) any declaration purchases of a dividend in connection with any stockholder's rights plan, or common stock related to the issuance of rights, common stock or other property rights under any stockholderof the Guarantor's rights planbenefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the redemption giving of notice or repurchase the lapse of rights pursuant theretotime, or both, would be an Indenture Event of Default and (vib) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any dividend in obligations under this Series B Capital Securities Guarantee or (iii) the form Guarantor shall have given notice of stock, warrants, options or other rights where its election of the dividend stock or the stock issuable upon exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any 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)extension shall be continuing.

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

Limitation of Transactions. So long as any Capital Asset Trust Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing for any period an Asset Guarantee Event of Default has occurred and is continuing, then, unless and until, since the curing or (b) waiver of any such default, the Asset Trust has made Distributions on the Asset Trust Preferred Securities in full on four consecutive Preferred Distribution Payment Dates, the Guarantor shall have selected an Extension Period as provided in not, and shall not permit any subsidiary of the Declaration and such periodGuarantor, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) to declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (y) to make any payment of principal of or principal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest and right of payment to the Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary if such guarantee ranks pari passu with or junior in interest and right of payment to the Debentures (other than (i1) payments under this any declaration or payment of a dividend or distribution on, or any payment of principal, premium, if any, or interest on any guarantee, debt security or instrument of the Guarantor ranking pari passu with the Debentures that is made on a pro rata basis with all other such guarantees, debt securities and instruments, including the Debentures and the Capital Trust Guarantee, (ii2) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) 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, directors or consultants, (B) consultants or in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodplan, (iii3) as a result of any an exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or of series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iv4) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v5) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi6) 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)).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (yii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including any Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures (other than (ia) payments under this Guarantee, (ii) repurchases, redemptions dividends or other acquisitions of distributions in shares of capital or options, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultantsGuarantor, (Bb) in connection with any declaration of a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iiic) payments under the Capital Securities Guarantee, (d) as a result of any a reclassification of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (vf) any declaration purchases of a dividend in connection with any stockholder's rights plan, or common stock related to the issuance of rights, common stock or other property rights under any stockholderof the Guarantor's rights planbenefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the redemption giving of notice or repurchase the lapse of rights pursuant theretotime, or both, would be an Event of Default and (vib) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any dividend in obligations under this Capital Securities Guarantee or (iii) the form Guarantor shall have given notice of stock, warrants, options or other rights where its election of the dividend stock or the stock issuable upon exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any 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)extension shall be continuing.

Limitation of Transactions. So As long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default occurs under the Guarantee or (b) the Guarantor shall have selected an Extension Period as provided in a Trust Enforcement Event occurs under the Declaration and written notice of such period, or any extension thereof, shall have commenced and be continuingevent has been given to the Guarantor, then the Guarantor may not (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, to any of the Guarantor's capital stock or (yii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu on a parity with or junior in all respects interest to the Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks on a parity with or junior in interest to the Debentures (other than (ia) payments under this Guarantee, (ii) repurchases, redemptions purchases or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance satisfaction by the Guarantor of its obligations under any employee benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension PeriodGuarantor, (iiib) as a result of any a reclassification of the Guarantor's capital stock or the exchange or conversion of any one class or series of the Guarantor's or Industries' capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ivc) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (vd) dividends or distributions in capital stock of the Guarantor, (e) redemptions or repurchases of any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or to a rights agreement and (vif) 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 stockpayments under this Guarantee).

Limitation of Transactions. So long as any Capital Common Trust Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (ywhich includes common and preferred stock), (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu in all respects with or junior in interest right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of any securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures (other than in the case of clauses (i) payments under this Guarantee), (ii) repurchasesand (iii), redemptions (a) dividends or other acquisitions of distributions in shares of capital of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultantsGuarantor, (Bb) in connection with any declaration of a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock of under any such plan in the Guarantor (or securities convertible into or exercisable for such capital stock)future, as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Periodredemption or repurchase of any such rights pursuant thereto, (iiic) payments under the QUIPS Guarantee, (d) as a result of any a reclassification of the Guarantor's capital stock solely into shares of one or more classes or series of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any another class or series of the Guarantor's capital stock, (ive) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, exchanged and (vf) any declaration purchases of a dividend the Guarantor's common stock in connection with any stockholder's rights plan, or the satisfaction by the Guarantor of its obligations (including purchases related to the issuance of rights, such common stock or other property rights), under any stockholderof the Guarantor's rights planbenefit plans for its and its subsidiaries' directors, officers or employees or any of the redemption Guarantor's dividend reinvestment plans) if at such time (x) a Guarantee Event of Default or repurchase an Event of rights pursuant theretoDefault (as defined in the Indenture) shall have occurred and be continuing, (y) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under the QUIPS Guarantee or (viz) any dividend in the form Guarantor shall have given notice of stock, warrants, options or other rights where its election of the dividend stock or the stock issuable upon exercise of its right to extend the interest payment period pursuant to Section 3.01(b)(6) of the Indenture and any 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)extension shall have commenced and not yet terminated.