Common use of Limitation of Transactions Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

Limitation of Transactions. So long as any Capital Trust Preferred Securities remain outstanding, if (a) there shall for any distribution period, full distributions on a cumulative basis on any Trust Preferred Securities have occurred not been paid or declared and be continuing set apart for payment, (b) an Investment Event of Default or a Declaration Event by any Investment Affiliate in respect of Default any Affiliate Investment Instrument has occurred and is continuing, or (bc) the Guarantor is in default of its obligations under the Trust Preferred Securities Guarantee, the Trust Common Securities Guarantee, the Partnership Guarantee or any Investment Guarantee, then, during such period (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 shall not and shall not permit any Affiliate to (x) declare or pay any dividends or on, make distributions onwith respect to, or redeem, purchase, purchase or acquire, or make a liquidation payment with respect to, to any of the Guarantor’s or such Affiliate’s its capital stock or comparable equity interest (other than payments of except for (x) dividends or distributions in shares of, or options, warrants or rights to the Guarantor) subscribe for or make any guarantee payments with respect to the foregoing purchase shares of, its capital stock and conversions or exchanges of common stock of one class into common stock of another class, (y) make redemptions or purchases of any payment rights pursuant to the Rights Agreement and the issuance of principal preferred stock pursuant to such rights and (z) purchases or acquisitions by the Guarantor or its affiliates in connection with transactions effected by or for the account of or interest or premium, if any, on or repay, repurchase or redeem any debt securities customers of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan its subsidiaries or in connection with the issuance of capital stock of the Guarantor (distribution or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions trading of such capital stock or comparable equity interest) and (ii) the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights planGuarantor shall not make, or the issuance permit any Finance Subsidiary to make, any payments that would enable any Finance Subsidiary to make, any payment of rightsany dividends on, stock any distribution with respect to, or any redemption, purchase or other property under any stockholders’ rights planacquisition of, or the redemption any liquidation payment with respect to, any preferred security or repurchase comparable equity interest of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee)Finance Subsidiary.

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

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

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

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

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

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

Limitation of Transactions. So long as any Capital Preferred Securities remain outstanding, if (ai) there shall have occurred and be continuing an Event of Default or a Declaration Event Default, (ii) there shall have occurred an event of Default default under the Indenture or (biii) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period as provided therein, and such period or extension thereof shall be continuing, 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 shall not and shall not permit any Affiliate to (x) 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 any liquidation payment with respect to, to any of the Guarantor’s or such Affiliate’s its capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i1) repurchases, redemptions or other acquisitions of shares of the Guarantor's capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of satisfaction by the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicableits obligations under any employee benefit plans, (ii2) as a result of any an exchange or conversion of any one class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any another class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii3) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), (ivb) 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 stockholders’ rights plan, or debt securities issued by the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights 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 stock the Debentures and (c) the Guarantor shall not make any cash guarantee payments in lieu with respect to the foregoing (other than pursuant to this Guarantee Agreement). In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of fractional shares issued all 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 therewithwith a distribution of the Debentures, the redemption of all of the Trust Securities or (vi) payments under this Guarantee)mergers, consolidations or amalgamations, each as provided in the Trust Agreement.

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

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

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

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

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

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (xa) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a distribution or liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s 's capital stock (other than except for dividends, payments of dividends or distributions to payable in shares of the Guarantor) 's capital stock, reclassifications of its capital stock and conversions or make exchanges of capital stock of one class or series for capital stock of another class or series and except for a redemption, purchase or other acquisition of shares of or its capital stock made for the purpose of an employee incentive plan or benefit plan or other similar arrangement of the Guarantor or any guarantee payments with respect to the foregoing of its subsidiaries or (yb) make any payment of interest, principal of or interest or premium, if any, on on, or repay, repurchase or redeem any debt securities of issued by the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior in right of payment to the Debentures (except by conversion into or exchange for shares of its capital stock) or (c) make any guarantee payments with respect to the foregoing, if at such stock time (i) the Guarantor shall be in default with respect to its Guarantee Payments or other payment obligations under this Capital Securities Guarantee Agreement; (ii) there shall have occurred and be continuing an event of default under the Indenture; or (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 313 of the Indenture and any cash payments in lieu such period, or any extension thereof, shall be continuing. So long as any Capital Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of fractional shares issued all of the outstanding Common Securities and shall not cause or permit the Common Securities to be transferred except to the extent permitted by 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 not take any action which will cause the Trust to cease to be treated as a grantor trust for United States federal income tax purposes except in connection therewith, or (vi) payments under this Guarantee)with a distribution of Debentures.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks 80 pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's or such Affiliate’s 's capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s 's capital stock or of any class or series of the Guarantor’s 's indebtedness for any class or series of the Guarantor’s 's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ ' rights plan, or the issuance of rights, stock or other property under any stockholders’ ' rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).. 11

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

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

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

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

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

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

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

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

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing any event that would constitute an Event of Default or a Declaration Event of Default or under the Declaration, then (ba) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s its capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments payment with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures thereto (other than, with respect to clauses (x) and (y) above, than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance (ii) repurchases of capital common stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into pursuant to a contractually binding requirement to buy stock existing prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicableDefault, (iiiii) as a result of any an exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any other class or series of the Guarantor’s capital stock, (iiiiv) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, ) or (ivv) any declaration purchase of a dividend the Guarantor’s capital stock in connection with the distribution thereof and (b) the Guarantor shall not make any stockholders’ rights planpayment of interest on, or the issuance principal of rights(or premium, stock or other property under any stockholders’ rights planif any, on), or repay, repurchase or redeem, any debt securities or guarantees issued by the redemption Guarantor that rank pari passu with or repurchase junior to the Debentures, other than any payment of rights pursuant theretocurrent or deferred interest on securities that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities (including the Debentures), (vprovided that such payments are made in accordance with Section 13.5(d) of the Indenture to the extent it applies, and any payments of deferred interest on pari passu securities that, if not made, would cause the Guarantor to breach the terms of the instrument governing such pari passu securities; provided, however, the Guarantor may declare and pay a stock dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee)paid.

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

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