Common use of Limitation of Transactions Clause in Contracts

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the Debentures, then (a) the Guarantor shall not declare or pay any dividends on, make any distribution with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debentures, (ii) as a result of a reclassification 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 or (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 of the Guarantor or the security being converted or exchanged) and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior in right of payment to the Debentures.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if there shall have occurred and be continuing an Event of Default under this Capital Securities Guarantee, an Event of Default or an event of default a Nonpayment under the Declaration or during an Extended Interest Payment Period (as defined in the Guarantor has exercised its option to defer interest payments on the DebenturesIndenture), then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock its common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesplans, (ii) as a result of a reclassification 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 stock, or (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged) and or make any guarantee payments with respect to the foregoing or (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior in right of payment to the DebenturesNotes.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred any event that would constitute an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDeclaration, then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock or make any guarantee payment with respect thereto (other than (i) purchases repurchases, redemptions or other acquisitions of shares of Common Stock capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee employment contract, benefit plans plan or other contractual obligations (other than a contractual obligation ranking pari passu similar arrangement with or junior in right for the benefit of payment to the Debentures) entered into prior to the date of issuance of the Debenturesemployees, officers, directors or consultants, (ii) as a result of a reclassification of the Guarantor's capital stock or the an exchange or conversion of one any class or series of the Guarantor's capital stock for another any other class or series of the Guarantor's capital stock stock, or (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 of the Guarantor or the security being converted or exchanged) and (b) the Guarantor shall not make any payment of interestinterest on, or principal of (or premium, if any, on on), or repay, repurchase or redeem redeem, any debt securities issued by the Guarantor that which rank pari passu with or junior in right of payment to the Debentures; provided, however, the Guarantor may declare and pay a stock dividend where the dividend stock is the same stock as that on which the dividend is being paid.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if there shall have occurred and be continuing an Event of Default under this Capital Securities Guarantee, an Event of Default or an event of default a Nonpayment under the Declaration or during an Extended Interest Payment Period (as defined in the Guarantor has exercised its option to defer interest payments on the DebenturesIndenture), then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock its common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesplans, (ii) as a result of a reclassification of the Guarantor's ’s capital stock or the exchange or conversion of one class or series of the Guarantor's ’s capital stock for another class or series of the Guarantor's ’s capital stock stock, or (iii) the purchase of fractional interests in shares of the Guarantor's ’s capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged) and or make any guarantee payments with respect to the foregoing or (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior in right of payment to the DebenturesNotes.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDeclaration, then (a) the Guarantor shall not declare or pay any dividends on, make any distribution with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debentures), (ii) as a result of a reclassification 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 or (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 of the Guarantor or the security being converted or exchanged) and (b) the Guarantor shall not make any payment of interest, principal princi- pal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior in right of payment to the Debentures.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesTrust Agreement, then (a) the Guarantor shall not declare or pay any dividends dividend or distributions on, make any distribution with respect to, or redeem, purchase, acquire for value acquire, or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesstock, (ii) as a result of a reclassification 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 or (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 of the Guarantor or the security being converted or exchanged) and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that (including other Junior Subordinated Debentures) which rank pari passu with or junior in right of payment interest to the DebenturesJunior Subordinated Debentures or (c) the Guarantor shall not make any guarantee payments with respect to any guarantee by the guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu or junior in interest to the Junior Subordinated Debentures (other than (a) dividends or distributions in common stock, (b) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of stock under any such plan in the future or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Capital Securities Guarantee and (d) purchases of common stock related to the issuances of common stock or rights under any of the Guarantor’s benefit plans for its directors, officers or employees).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDeclaration, then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual the satisfaction by the Guarantor of its obligations (other than a contractual obligation ranking pari passu with pursuant to any contract or junior in right security requiring the Guarantor to purchase shares of payment to the Debentures) entered into prior to the date of issuance of the DebenturesCommon Stock, (ii) as a result of a reclassification 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 or or, (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 of the Guarantor or the security being converted or exchanged) or make any guarantee payments with respect to the foregoing and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior in right of payment to the Debentures.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesTrust Agreement, then (a) the Guarantor shall not declare or pay any dividends dividend or distributions on, make any distribution with respect to, or redeem, purchase, acquire for value acquire, or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesstock, (ii) as a result of a reclassification 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 or (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 of the Guarantor or the security being converted or exchanged) and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that (including other Junior Subordinated Debentures) which rank pari passu with or junior in right of payment interest to the DebenturesJunior Subordinated Debentures or (c) the Guarantor shall not make any guarantee payments with respect to any guarantee by the guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu or junior in interest to the Junior Subordinated Debentures (other than (a) dividends or distributions in common stock, (b) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Preferred Securities Guarantee and (d) purchases of common stock related to the issuances of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees).

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesTrust Agreement, then (a) the Guarantor shall not declare or pay any dividends dividend or distributions on, make any distribution with respect to, or redeem, purchase, acquire for value acquire, or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesstock, (ii) as a result of a reclassification 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 or (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 of the Guarantor or the security being converted or exchanged) and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that (including other Junior Subordinated Debentures) which rank pari passu with or junior in right of payment interest to the DebenturesJunior Subordinated Debentures or (c) the Guarantor shall not make any guarantee payments with respect to any guarantee by the guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu or junior in interest to the Junior Subordinated Debentures (other than (a) dividends or distributions in common stock, (b) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Capital Securities Guarantee and (d) purchases of common stock related to the issuances of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDeclaration, then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesplans, (ii) as a result of a reclassification 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 or or, (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 of the Guarantor or the security being converted or exchanged) and or make any guarantee payments with respect to the foregoing, (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior in right of payment to the DebenturesDebentures and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant to this Guarantee).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesTrust Agreement, then (a) the Guarantor shall not declare or pay any dividends dividend or distributions on, make any distribution with respect to, or redeem, purchase, acquire for value acquire, or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesstock, (ii) as a result of a reclassification 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 or (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 of the Guarantor or the security being converted or exchanged) and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that (including other Junior Subordinated Debentures) which rank pari passu with or junior in right of payment interest to the DebenturesJunior Subordinated Debentures or (c) the Guarantor shall not make any guarantee payments with respect to any guarantee by the guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu or junior in interest to the Junior Subordinated Debentures (other than (i) dividends or distributions in common stock, (ii) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future or the redemption or repurchase of any such rights pursuant thereto, (iii) payments under this Preferred Securities Guarantee and (iv) purchases of common stock related to the issuances of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default under this Preferred Securities Guarantee, an Event of Default or an event of default a Nonpayment under the Declaration or during an Extended Interest Payment Period (as defined in the Guarantor has exercised its option to defer interest payments on the DebenturesIndenture), then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesplans, (ii) as a result of a reclassification 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 or or, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged) and or make any guarantee payments with respect to the foregoing or (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior in right of payment to the DebenturesNotes.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or Default, an event of default under the Declaration or during an Extended Interest Payment Period (as defined in the Guarantor has exercised its option to defer interest payments on the DebenturesIndenture), then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesplans, (ii) as a result of a reclassification 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 or or, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged) and or make any guarantee payments with respect to the foregoing or (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior in right of payment to the DebenturesNotes.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesTrust Agreement, then (a) the Guarantor shall not declare or pay any dividends dividend or distributions on, make any distribution with respect to, or redeem, purchase, acquire for value acquire, or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesstock, (ii) as a result of a reclassification 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 or (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 of the Guarantor or the security being converted or exchanged) and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that (including other Junior Subordinated Debentures) which rank pari passu with or junior in right of payment interest to the DebenturesJunior Subordinated Debentures or (c) the Guarantor shall not make any guarantee payments with respect to any guarantee by the guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu or junior in interest to the Junior Subordinated Debentures (other than (a) dividends or distributions payable in common stock, (b) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Preferred Securities Guarantee and (d) purchases of common stock related to the issuances of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default hereunder or an event Event of default Default under the Declaration or Trust Agreement, the Guarantor has exercised its option to defer interest payments on the Debentures, then (a) the Guarantor shall not declare or pay any dividends dividend on, or make any distribution with respect to, or redeem, purchase, acquire for value or make a any liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual the satisfaction by the Guarantor of its obligations (other than a contractual obligation ranking pari passu with pursuant to any contract or junior in right of payment to the Debentures) entered into prior to security outstanding on the date of issuance such event requiring the Guarantor to purchase shares of the Debenturesits common stock, (ii) as a result of a reclassification 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 stock, or (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such the Guarantor's capital stock of the Guarantor or the security being converted or exchanged) and ); (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior in right of payment to the DebenturesSubordinated Debt Securities; and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant to this Guarantee Agreement or any similar Guarantee Agreements issued by the Guarantor on behalf of the holders of Preferred Securities issued by any Willamette Trust (as defined in the Indenture)).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDeclaration, then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock the common stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans plans, dividend re-investment plans, or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesdirect access plans, (ii) as a result of a reclassification 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 or or, (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 of the Guarantor or the security being converted or exchanged, (iv) and dividends or distributions in options, warrants, or rights to subscribe for or purchase common stock of the Guarantor, or (v) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of shares under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto) or make any guarantee payments with respect to the foregoing or (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior in right of payment to the Debentures.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesTrust Agreement, then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) dividends or distributions in common stock of the Guarantor, (ii) redemptions or repurchases of any rights, or the Trust Agreement of a dividend of any rights, or the issuance of any security under any existing or future rights plan of the Guarantor, (iii) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesplans, (iiiv) as a result of a reclassification of the Guarantor's ’s capital stock or the exchange or conversion of one class or series of the Guarantor's ’s capital stock for another class or series of the Guarantor's ’s capital stock or (iiiv) 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 of the Guarantor or the security being converted or exchanged) or make any guarantee payments with respect to the foregoing and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior in right of payment to the Debentures.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesTrust Agreement, then (a) the Guarantor shall not declare or pay any dividends dividend or distributions on, make any distribution with respect to, or redeem, purchase, acquire for value acquire, or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesstock, (ii) as a result of a reclassification 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 or (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 of the Guarantor or the security being converted or exchanged) and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that (including other Subordinated Debentures) which rank pari passu with or junior in right of payment interest to the DebenturesSubordinated Debentures or (c) the Guarantor shall not make any guarantee payments with respect to any guarantee by the guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu or junior in interest to the Subordinated Debentures (other than (i) dividends or distributions in common stock, (ii) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future or the redemption or repurchase of any such rights pursuant thereto, (iii) payments under this Preferred Securities Guarantee and (iv) purchases of common stock related to the issuances of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees).

Limitation of Transactions. So long as any Preferred Securities TECONS remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDeclaration, then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesplans, (ii) as a result of a reclassification 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 or or, (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 of the Guarantor or the security being converted or exchanged) and or make any guarantee payments with respect to the foregoing, (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior in right of payment to the DebenturesDebentures and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant to this guarantee).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDeclaration, then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock stock, (other than b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (iincluding guarantees) purchases or acquisitions of shares of Common Stock in connection with the satisfaction issued by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking which rank pari passu with or junior in right of payment to the DebenturesDebentures or (c) entered into prior the Guarantor shall not make any guarantee payments with respect to the date of issuance foregoing (other than, with respect to clauses (a), (b) and (c), (i) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Debentures, Guarantor; (ii) any declaration of a dividend in connection with the implementation of a shareholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) payments under the Preferred Securities Guarantee Agreement; (iv) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock, following a reclassification 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 or stock; and (iiiv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged) and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior in right of payment to the Debentures).

Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDeclaration, then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock its common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual the satisfaction by the Guarantor of its obligations (other than a contractual obligation ranking pari passu with pursuant to any contract or junior in right security requiring the Guarantor to purchase shares of payment to the Debentures) entered into prior to the date of issuance of the Debenturesits common stock, (ii) as a result of a reclassification of the Guarantor's its capital stock or the exchange or conversion of one class or series of the Guarantor's its capital stock for another class or series of the Guarantor's its capital stock or (iii) the purchase of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged) and or make any guarantee payment with respect thereto, (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior in right of payment to the DebenturesDebentures or (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant to the Common Securities Guarantee Agreement).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDeclaration, then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock its common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual the satisfaction by the Guarantor of its obligations (other than a contractual obligation ranking pari passu with pursuant to any contract or junior in right of payment to the Debentures) entered into prior to security outstanding on the date of issuance such event requiring the Guarantor to purchase shares of the Debenturesits common stock, (ii) as a result of a reclassification of the Guarantor's its capital stock or the exchange or conversion of one class or series of the Guarantor's its capital stock for another class or series of the Guarantor's its capital stock or or, (iii) the purchase of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged) and or make any guarantee payment with respect thereto, (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that which rank pari passu with or junior in right of payment to the DebenturesDebentures or any other junior subordinated debentures issued by the Guarantor and the Guarantor shall not make any guarantee payments with respect to the foregoing (other than the Guaranty Payments).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDeclaration, then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesplans, (ii) as a result of a reclassification 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 or (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 of the Guarantor or the security being converted or exchanged) and or make any guarantee payments with respect to the foregoing, (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior in right of payment to the DebenturesDebentures and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant to this Preferred Securities Guarantee).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and is continuing any event that would constitute an Event of Default or an event Event of default Default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDeclaration, then (a) the Guarantor shall not declare or pay any dividends on, make any distribution with respect to, or redeem, purchase, acquire for value or make a distribution or liquidation payment with respect to any of its capital stock (other than (i) purchases repurchases, redemptions or other acquisitions of shares of Common Stock capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee employment contract, benefit plans plan or other contractual obligations (other than a contractual obligation ranking pari passu similar arrangement with or junior in right for the benefit of payment to the Debentures) entered into prior to the date of issuance of the Debenturesemployees, officers, directors or consultants, (ii) as a result of a reclassification of the Guarantor's capital stock or the an exchange or conversion of one any class or series of the Guarantor's ’s capital stock for another any other class or series of the Guarantor's ’s capital stock stock, or (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 of the Guarantor or the security being converted or exchanged) ), and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior in right of payment to the DebenturesNotes. The foregoing, however, will not apply to any stock dividends paid by the Guarantor where the dividend stock is the same stock as that on which the dividend is being paid.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDeclaration, then until such Event of Default or event of default shall have been cured or waived or ceased to exist (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock its common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual the satisfaction by the Guarantor of its obligations (other than a contractual obligation ranking pari passu with pursuant to any contract or junior in right security requiring the Guarantor to purchase shares of payment to the Debentures) entered into prior to the date of issuance of the Debenturesits common stock, (ii) as a result of a reclassification of the Guarantor's its capital stock or the exchange or conversion of one class or series of the Guarantor's its capital stock for another class or series of the Guarantor's its capital stock or or, (iii) the purchase of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged) or make any guarantee payment with respect thereto, and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that which rank pari passu with or junior in right of payment to the DebenturesDebentures or make any guarantee payments with respect to the foregoing (other than pursuant to this Preferred Securities Guarantee).

Limitation of Transactions. So long as any Convertible Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or (i) the Guarantor has exercised its option to defer interest payments on the DebenturesConvertible Subordinated 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 the Guarantee or (ii) there shall have occurred and be continuing any event that, with the giving of notice, would constitute a Declaration Event of Default then the Guarantor (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchasepurchase or acquire, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor or any of its subsidiaries of their respective obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesplans, (ii) as a result of a reclassification 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 stock, or (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 of the Guarantor or the security being converted or exchangedexchanged for the Guarantor's capital stock) or make any guarantee payments with respect to the foregoing and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on on, or repay, repurchase or redeem redeem, any debt securities (including guarantees) issued by the Guarantor that rank pari passu with or junior in right of payment to the Debentures.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event Event of default Default under the Declaration or the Guarantor has exercised its option to defer interest payments on the Debentures, then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares capital stock of Common Stock the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual the satisfaction by the Guarantor of its obligations (other than a contractual obligation ranking pari passu with pursuant to any contract or junior in right of payment to the Debentures) entered into prior to security outstanding on the date of issuance such event requiring the Guarantor to purchase capital stock of the DebenturesGuarantor, (ii) as a result of a reclassification 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 or 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 of the Guarantor or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan, or the declaration thereunder of a dividend of rights in the future) and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu guarantee payments with or junior in right of payment respect to the Debenturesforegoing (other than payments pursuant to the Guarantee).

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if there shall have occurred and is continuing any event that would constitute an Event of Default or an event Event of default Default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDeclaration, then (a) the Guarantor shall not declare or pay any dividends on, make any distribution with respect to, or redeem, purchase, acquire for value or make a distribution or liquidation payment with respect to any of its capital stock (other than (i) purchases repurchases, redemptions or other acquisitions of shares of Common Stock capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee employment contract, benefit plans plan or other contractual obligations (other than a contractual obligation ranking pari passu similar arrangement with or junior in right for the benefit of payment to the Debentures) entered into prior to the date of issuance of the Debenturesemployees, officers, directors or consultants, (ii) as a result of a reclassification of the Guarantor's capital stock or the an exchange or conversion of one any class or series of the Guarantor's capital stock for another any other class or series of the Guarantor's capital stock stock, or (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 of the Guarantor or the security being converted or exchanged) ), and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior in right of payment to the DebenturesNotes. The foregoing, however, will not apply to any stock dividends paid by the Guarantor where the dividend stock is the same stock as that on which the dividend is being paid.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDeclaration, then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock its common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual the satisfaction by the Guarantor of its obligations (other than a contractual obligation ranking pari passu with pursuant to any contract or junior in right of payment to the Debentures) entered into prior to security outstanding on the date of issuance such event requiring the Guarantor to purchase shares of the Debenturesits common stock, (ii) as a result of a reclassification of the Guarantor's its 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 or or, (iii) the purchase of fractional interests in shares of the Guarantor's its capital stock pursuant to the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged) and or make any guarantee payment with respect thereto or (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior in right of payment to the DebenturesDebentures or any other junior subordinated debentures issued by the Guarantor, and (c) the Guarantor shall not make any Guarantee payments with respect to the foregoing (other than the Guarantee payments).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDeclaration, then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance satisfaction of the Debenturesobligations of the Guarantor pursuant to any contract or security requiring the Guarantor to purchase shares of its Common Stock, (ii) as a result of a reclassification 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 or or, (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 of the Guarantor or the security being converted or exchanged) and or make any guarantee payments with respect to the foregoing or (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior in right of payment to the Debentures.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or under this Preferred Securities Guarantee, an event Event of default Default under the Declaration Trust Agreement or during an Extended Interest Payment Period (as defined in the Guarantor has exercised its option to defer interest payments on the DebenturesIndenture), then (a) the Guarantor shall not declare or pay any dividends or distributions on, make any distribution with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases dividends or acquisitions of shares of Common Stock distributions in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debentures, (ii) as a result of a reclassification common stock of the Guarantor's ; provided, however, that a dividend distribution in the form of capital stock or the exchange or conversion of one class or series a subsidiary of the Guarantor's capital stock for another class Guarantor paid on or series of the Guarantor's capital stock or (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant with respect to the conversion or exchange provisions of such 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, (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' rights plan, or the security being converted issuance of stock under any such plan in the future, or exchangedthe redemption or repurchase of any such rights pursuant thereto, and (iii) and purchases of common stock of the Guarantor related to the rights under any of the Guarantor's benefit plans for its directors, officers or employees), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, interest on or repay, repurchase or redeem any debt securities issued by the Guarantor that which rank pari passu with or junior in right of payment to the Debentures (other than as a result of any exchange of the Guarantor’s common stock for securities ranking pari passu with the Trust Preferred Securities and the resultant cancellation of debt securities ranking pari passu with the Debentures).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDeclaration, then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) dividends or distributions in common stock of the Guarantor, (ii) redemptions or repurchases of any rights, or the declaration of a dividend of any rights, or the issuance of any security under any existing and future rights plan of the Guarantor, (iii) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesplans, (iiiv) as a result of a reclassification 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 or (iiiv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged) or make any guarantee payments with respect to the foregoing and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior in right of payment to the Debentures.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder or (ii) there shall have occurred and be continuing an Event of Default or an event a Declaration Event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDefault, then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its the Guarantor s capital stock or rights to acquire such capital stock (other than (i) purchases or acquisitions of shares of Common Stock the Guarantor s capital stock or rights to acquire such capital stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or any other contractual obligations of the Guarantor (other than a contractual obligation ranking pari passu with ---- ----- or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debentures), (ii) as a result of a reclassification of the Guarantor's Guarantor s capital stock or rights to acquire such capital stock or the exchange or conversion of one class or series of the Guarantor's Guarantor s capital stock or rights to acquire such capital stock for another class or series of the Guarantor's Guarantor s capital stock or rights to acquire any such stock, (iii) the purchase of fractional interests in shares of the Guarantor's Guarantor s capital stock pursuant to the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged, (iv) dividends and (b) distributions made on the Guarantor shall not make any payment of interest, principal s capital stock or premium, if any, on or repay, repurchase or redeem any debt securities issued by rights to acquire such capital stock with the Guarantor that rank pari passu s capital stock or rights to acquire such capital stock, or (v) any declaration of a dividend in connection with the implementation of a shareholder rights plan, or junior the issuance of stock under any such plan in right the future, or the redemption or repurchase of payment to the Debentures.any such rights pursuant thereto), or

Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under (i) the Declaration or the Guarantor Company has exercised its option to defer interest payments on the DebenturesConvertible Debentures by extending the interest payment period and such extension shall be continuing, (ii) if there shall have occurred any Event of Default under this Common Securities Guarantee, or (iii) there shall have occurred and be continuing any event that, with the giving of notice or the lapse of time or both, would constitute an Indenture Event of Default, then the Guarantor has agreed (a) the Guarantor shall not to declare or pay any dividends on, make any a distribution with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual the satisfaction by the Guarantor of its obligations (other than a contractual obligation ranking pari passu with pursuant to any contract or junior in right security requiring the Guarantor to purchase shares of payment to the Debentures) entered into prior to the date of issuance of the Debenturescommon stock, (ii) as a result of a reclassification 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 or (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 of the Guarantor or the security being converted or exchanged) and exchanged (or make any guarantee payments with respect to the foregoing), (b) the Guarantor shall not to make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by of the Guarantor Company that rank pari passu with or junior in right of payment to the Debentures.Convertible Debentures (except by conversion into or exchange for shares of its capital stock), and

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesTrust Agreement, then (a) the Guarantor shall not declare or pay any dividends dividend or distributions on, make any distribution with respect to, or redeem, purchase, acquire for value acquire, or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesstock, (ii) as a result of a reclassification 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 or (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 of the Guarantor or the security being converted or exchanged) and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that (including other Junior Subordinated Debentures) which rank pari passu with or junior in right of payment interest to the DebenturesJunior Subordinated Debentures or (c) the Guarantor shall not make any guaranty payments with respect to any guaranty by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guaranty ranks pari passu or junior in interest to the Junior Subordinated Debentures (other than (a) dividends or distributions in common stock, (b) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Preferred Securities Guaranty and (d) purchases of common stock related to rights under any of the Guarantor's benefit plans for its directors, officers of employees).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised shall be in default with respect to its option to defer interest payments on the Debenturespayment of any obligations under this Guarantee Agreement, then (a) the Guarantor shall not (i) declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value purchase or make a liquidation payment with respect to to, any of its the Guarantor's capital stock (other than (ix) purchases repurchases, redemptions or other acquisitions of shares of Common Stock capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee employment contract, benefit plans plan or other contractual obligations (other than a contractual obligation ranking pari passu similar arrangement with or junior in right for the benefit of payment to the Debentures) entered into prior to the date of issuance of the Debenturesemployees, officers, directors or consultants, (iiy) as a result of a reclassification of the Guarantor's capital stock or the an exchange or conversion of one any class or series of the Guarantor's capital stock for another any other class or series of the Guarantor's capital stock stock, or (iiiz) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged), (ii) and (b) the Guarantor shall not make any payment of interestprincipal, principal interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities issued by (including guarantees) of the Guarantor that rank pari passu with or junior in right of payment to the DebenturesDebt Securities provided, however, the Guarantor may declare and pay a stock dividend where the dividend stock is the same stock as that on which the dividend is being paid or (iii) make any guarantee payments with respect to the foregoing (except with respect to this Guarantee Agreement).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event Event of default Default under the Declaration or and written notice of such Event of Default has been given to the Guarantor has exercised its option to defer interest payments on the DebenturesGuarantor, then (a) the Guarantor shall not declare or pay any dividends on, or make any distribution with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares capital stock of Common Stock the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or agent benefit plans or other contractual the satisfaction by the Guarantor of its obligations (other than a contractual obligation ranking pari passu with pursuant to any contract or junior in right of payment to the Debentures) entered into prior to security outstanding on the date of issuance such event requiring the Guarantor to purchase capital stock of the DebenturesGuarantor, (ii) as a result of a reclassification 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 or 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 of the Guarantor or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Guarantor (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or purchases of any rights outstanding under a shareholder rights plan and the declaration of a dividend of rights in the future), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior in right of payment to the Debentures.Debentures (to the extent appropriate notice has been given to the holders thereof effectively blocking such

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesTrust Agreement, then (a) the Guarantor shall not declare or pay any dividends dividend or distributions on, make any distribution with respect to, or redeem, purchase, acquire for value acquire, or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesstock, (ii) as a result of a reclassification 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 or (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 of the Guarantor or the security being converted or exchanged) and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that (including other Junior Subordinated Debentures) which rank pari passu with or junior in right of payment interest to the DebenturesJunior Subordinated Debentures or (c) the Guarantor shall not make any guarantee payments with respect to any guarantee by the guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu or junior in interest to the Junior Subordinated Debentures (other than (a) dividends or distributions in common stock, (b) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Capital Securities Guarantee and (d) purchases of common stock related to the issuances of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees).

Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDeclaration, then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesplans, (ii) as a result of a reclassification 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 or (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 of the Guarantor or the security being converted or exchanged) and or make any guarantee payments with respect to the foregoing, (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu PARI PASSU with or junior in right of payment to the DebenturesDebentures and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant to this guarantee).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDeclaration, then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock capital stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans plan or program, director benefit plan or program, dividend reinvestment, stock repurchase or other contractual obligations (other than a contractual obligation ranking pari passu with similar plans available to stockholders of the Guarantor, or junior in any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of payment to the Debentures) entered into prior to the expiration date of issuance of the DebenturesExchange Offer, (ii) as a result of a reclassification 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 or the capital securities of a subsidiary (including a trust such as the Issuer), or (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 of the Guarantor or the security being converted or exchanged) and ), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior in right of payment to the DebenturesDebentures and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant to this Guarantee).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an a Guarantee Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the Debenturesa Trust Enforcement Event, then (a) the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (i) declare or pay any dividends or distributions on, make any distribution with respect to, or redeem, purchase, acquire for value acquire, or make a liquidation payment with respect to any of its to, the Guarantor's capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesstock, (ii) as a result of a reclassification 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 or (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 of the Guarantor or the security being converted or exchanged) and (b) the Guarantor shall not make any payment of interestprincipal, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior in right of payment to the DebenturesDebentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior to the Debentures (other than (a) dividends or distributions in common stock of the Guarantor, (b) payments under this Guarantee, (c) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (d) as a result of reclassification of the Company's capital stock into one or more other classes or series of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock (in each case occurring in the absence of a payment or distribution of assets to shareholders), (e) the purchase of fractional interests in the shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanges and (f) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans or any of the Company's dividend reinvestment plans).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an a Guarantee Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the Debenturesa Trust Enforcement Event, then (a) the Guarantor shall not, and shall not permit the Company, to (i) declare or pay any dividends or distributions on, or make any a distribution with respect to, or redeem, purchasepurchase or acquire, acquire for value or make a liquidation payment with respect to any of its capital stock or rights to acquire such capital stock (other than (i1) purchases or acquisitions of shares of Common Stock any such capital stock or rights to acquire such capital stock in connection with the satisfaction by the Guarantor or the Company, respectively, of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesplans, (ii2) as a result of a reclassification of the Guarantor's or the Company's capital stock or rights to acquire such capital stock or the exchange or conversion of one class or series of the Guarantor's or the Company's capital stock or rights to acquire such capital stock for another class or series of the Guarantor's or the Company's capital stock or rights to acquire such capital stock, (iii3) the purchase of fractional interests in shares of the Guarantor's or the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchangedexchanged or (4) dividends and distributions made on the Guarantor's or the Company's capital stock or rights to acquire such capital stock with the Guarantor's or the Company's capital stock or rights to acquire such capital stock) or make any guarantee payments with respect to any of the foregoing or (bii) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including any guarantees, other than this Guarantee and the Debt Guarantee) issued by the Guarantor or the Company that rank pari passu with or junior in right of payment to the DebenturesDebentures or the Debt Guarantee.

Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if there shall have occurred and is continuing any event that would constitute an Event of Default or an event Event of default Default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDeclaration, then (a) the Guarantor shall not declare or pay any dividends on, make any distribution with respect to, or redeem, purchase, acquire for value or make a distribution or liquidation payment with respect to any of its capital stock (other than (i) purchases repurchases, redemptions or other acquisitions of shares of Common Stock capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee employment contract, benefit plans plan or other contractual obligations (other than a contractual obligation ranking pari passu similar arrangement with or junior in right for the benefit of payment to the Debentures) entered into prior to the date of issuance of the Debenturesemployees, officers, directors or consultants, (ii) as a result of a reclassification of the Guarantor's capital stock or the an exchange or conversion of one any class or series of the Guarantor's ’s capital stock for another any other class or series of the Guarantor's ’s capital stock stock, or (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 of the Guarantor or the security being converted or exchanged) ), and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior in right of payment to the DebenturesNotes. The foregoing, however, will not apply to any stock dividends paid by the Guarantor where the dividend stock is the same stock as that on which the dividend is being paid.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDeclaration, then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) dividends or distributions in common stock of the Guarantor, (ii) redemptions or repurchases of any rights, or the declaration of a dividend of any rights, or the issuance of any security under any existing and future rights plan of the Guarantor, (iii) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesplans, (iiiv) as a result of a reclassification of the Guarantor's ’s capital stock or the exchange or conversion of one class or series of the Guarantor's ’s capital stock for another class or series of the Guarantor's ’s capital stock or (iiiv) 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 of the Guarantor or the security being converted or exchanged) or make any guarantee payments with respect to the foregoing and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior in right of payment to the Debentures.

Limitation of Transactions. So long as any Preferred Securities TECONS remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration or the Guarantor has exercised its option to defer interest payments on the DebenturesDeclaration, then (a) the Guarantor shall not declare or pay any dividends dividend on, make any distribution distributions with respect to, or redeem, purchase, acquire for value or make a liquidation payment with respect to to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or other contractual obligations (other than a contractual obligation ranking pari passu with or junior in right of payment to the Debentures) entered into prior to the date of issuance of the Debenturesplans, (ii) as a result of a reclassification 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 stock, or (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 of the Guarantor or the security being converted or exchanged) and or make any guarantee payments with respect to the foregoing, (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that which rank pari passu with or junior in right of payment to the DebenturesDebentures and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant to this guarantee).