Common use of Limitation of Transactions Clause in Contracts

Limitation of Transactions. So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONS, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONS or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS (other than (a) dividends or distributions in additional shares of capital stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employees).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONS, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuingDefault, then the Guarantor shall not, not and it shall not permit any subsidiary of the Guarantorto, to (xa) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Guarantor’s 's capital stock stock, or (yb) make any payment of principal, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the ICONS Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS Debentures (other than (a) dividends or distributions in additional shares of capital common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan Rights Plan (as defined in the Indenture), or the issuance of stock under any such plan Rights Plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and Preferred Securities Guarantee, (d) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Company’s benefits Guarantor's benefit plans for its directors, officers or employeesemployees and (e) obligations under any dividend reinvestment and stock purchase plan).

Limitation of Transactions. So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONSDebentures, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu on a parity with or junior in interest to the ICONS Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu on a parity with or junior in interest to the ICONS Debentures (other than (a) dividends or distributions in additional shares of capital common stock of the Guarantor, (b) payments under this Guarantee, (c) any declaration of a dividend in connection with the implementation of a shareholders' rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Company’s benefits plans for its directors, officers or employeesGuarantor's benefit plans).

Limitation of Transactions. So long as any Securities remain outstanding, if (i) if there shall have occurred an event Event of default under Default (as defined in the Indenture Indenture) with respect to the ICONSICONs, (ii) if there shall be have occurred a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension during any Optional Deferral Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuingIndenture, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s capital stock or stock, (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONS ICONs, other than pro rata payments of accrued but unpaid amounts on the ICONs and any other debt securities of the Guarantor that rank equally with the ICONs, or (z) 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 in interest to the ICONS guarantee, other than any pro rata payments of accrued but unpaid amounts on the guarantee and any other guarantees of debt securities of any subsidiary of the Guarantor (other than (a) dividends or distributions in additional shares of capital stock Common Stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee Guarantee, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits benefit plans for its directors, officers or employees).

Limitation of Transactions. So long as any Partnership Preferred Securities remain outstanding, if (ia) for any distribution period, full distributions on a cumulative basis on any Partnership Preferred Securities have not been paid or declared and set apart for payment, (b) there shall have occurred an event Event of default Default under the Indenture Partnership Agreement or (c) the New Guarantor shall be in default with respect to its payment obligations under this Partnership Guarantee, the ICONSTrust Preferred Securities Guarantee, the Trust Common Securities Guarantee or any Investment Guarantee then, during such period (ii) there shall be a Guarantee Event of Default or (iiii) the New Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or on, make distributions onwith respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, any of the Guarantor’s its capital stock or comparable equity interest (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONS or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS except for (other than (ax) dividends or distributions in additional shares of of, or options, warrants or rights to subscribe for or purchase shares of, its capital stock and conversions or exchanges of common stock of one class into common stock of another class and (y) purchases or acquisitions by the New Guarantor or its affiliates in connection with transactions effected by or for the account of customers of the Guarantor, (b) New Guarantor or any declaration of a dividend its subsidiaries or in connection with the implementation distribution or trading of a rights plan such capital stock or comparable equity interest) and (ii) the issuance of stock under New Guarantor shall not make, or permit any such plan or the redemption or repurchase Finance Subsidiary to make, any payments that would enable any Finance Subsidiary to make, any payment of any such rights pursuant theretodividends on, (c) payments under this Guarantee and (d) purchases any distribution with respect to, or any redemption, purchase or other acquisition of, or any liquidation payment with respect to, any preferred security or comparable equity interest of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employees)Finance Subsidiary.

Limitation of Transactions. So long as any Partnership Preferred Securities remain outstanding, if (ia) for any distribution period, full distributions on a cumulative basis on any Partnership Preferred Securities have not been paid or declared and set apart for payment (b) there shall have occurred an event of default under the Indenture with respect to the ICONS, (ii) there shall be a Guarantee Event of Default under the Partnership Agreement or (iiic) the Guarantor shall have given notice of be in default with respect to its election of an Extension Period as provided in payment obligations under this Partnership Guarantee, the certificate evidencing Trust Preferred Securities Guarantee, the ICONS and shall not have rescinded such notice, or such Extension Period Trust Common Securities Guarantee or any extension thereof shall be continuingInvestment Guarantee then, then during such period (i) the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or on, make distributions onwith respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, any of the Guarantor’s its capital stock or comparable equity interest (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONS or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS except for (other than (ax) dividends or distributions in additional shares of of, or options, warrants or rights to subscribe for or purchase shares of, its capital stock and conversions or exchanges of common stock of one class into common stock of another class, (y) redemptions or purchases of any rights pursuant to the Rights Agreement and the issuance of preferred stock pursuant to such rights and (z) purchases or acquisitions by the Guarantor or its affiliates in connection with transactions effected by or for the account of customers of the Guarantor, (b) Guarantor or any declaration of a dividend its subsidiaries or in connection with the implementation distribution or trading of a rights plan such capital stock or comparable equity interest) and (ii) the issuance of stock under Guarantor shall not make, or permit any such plan or the redemption or repurchase Finance Subsidiary to make, any payments that would enable any Finance Subsidiary to make, any payment of any such rights pursuant theretodividends on, (c) payments under this Guarantee and (d) purchases any distribution with respect to, or any redemption, purchase or other acquisition of, or any liquidation payment with respect to, any preferred security or comparable equity interest of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employees)Finance Subsidiary.

Limitation of Transactions. So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONSDebentures, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONS Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS Debentures (other than (a) dividends or distributions in additional shares of capital stock Common Stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s 's benefits plans for its directors, officers or employees).

Limitation of Transactions. So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONSJunior Subordinated Debentures, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Junior Subordinated Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu on a parity with or junior in interest to the ICONS Junior Subordinated Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu on a parity with or junior in interest to the ICONS Junior Subordinated Debentures (other than (a) dividends or distributions in additional shares of capital common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a shareholders' rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee Guarantee, and (d) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Company’s benefits plans for its directors, officers or employeesGuarantor's benefit plans).

Limitation of Transactions. So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONSDebentures, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu on a parity with or junior in interest to the ICONS Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu on a parity with or junior in interest to the ICONS Debentures (other than (a) dividends or distributions in additional shares of capital common stock of the Guarantor, (b) payments under this Guarantee, (c) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the CompanyGuarantor’s benefits plans for its directors, officers or employeesbenefit plans).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) there shall have occurred an Event of Default under this Preferred Securities Guarantee, an event of default under the Indenture with respect to the ICONS, Trust Agreement or during an Extended Interest Payment Period (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided defined in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuingIndenture), then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (xi) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s its capital stock or (yother than as a result of a reclassification of its capital stock for another class of its capital stock), (ii) make any payment of principal, interest or premium, if any, principal on or repay, repurchase or redeem any debt securities of issued by the Guarantor that which rank pari passu with or junior in interest to the ICONS or Debentures (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 in interest to the ICONS foregoing (other than (a) dividends or distributions in additional shares of capital of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a non-cash dividend in connection with the implementation of a stockholders' rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and Preferred Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of the Guarantor's capital stock, (e) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (f) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Company’s benefits Guarantor's benefit plans for its directors, officers or employeesemployees or any of the Guarantor's dividend reinvestment plans).

Limitation of Transactions. So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONSDebentures, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONS Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS Debentures (other than (a) dividends or distributions in additional shares of capital stock Common Stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employees).

Limitation of Transactions. So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONSJunior Subordinated Debt Securities, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Junior Subordinated Debt Securities and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu on a parity with or junior in interest to the ICONS Junior Subordinated Debt Securities or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu on a parity with or junior in interest to the ICONS Junior Subordinated Debt Securities (other than (a) dividends or distributions in additional shares of capital common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a shareholders' rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee Guarantee, and (d) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Company’s benefits plans for its directors, officers or employeesGuarantor's benefit plans).

Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if (ia) there shall for any distribution period, full distributions on a cumulative basis on any Trust Preferred Securities have occurred an event of default under the Indenture with respect to the ICONSnot been paid or declared and set apart for payment, (iib) there shall be a Guarantee an Investment Event of Default by any Investment Affiliate in respect of any Affiliate Investment Instrument has occurred and is continuing, or (iiic) the New Guarantor is in default of its obligations under the Trust Preferred Securities Guarantee, the Trust Common Securities Guarantee, the Partnership Guarantee or any Investment Guarantee, then, during such period (i) the New Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or on, make distributions onwith respect to, or redeem, purchasepurchase or acquire, acquire or make a liquidation payment with respect to, to any of the Guarantor’s its capital stock or comparable equity interest (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONS or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS except for (other than (ax) dividends or distributions in additional shares of of, or options, warrants or rights to subscribe for or purchase shares of, its capital stock and conversions or exchanges of common stock of one class into common stock of another class and (y) purchases or acquisitions by the New Guarantor or its affiliates in connection with transactions effected by or for the account of customers of the Guarantor, (b) New Guarantor or any declaration of a dividend its subsidiaries or in connection with the implementation distribution or trading of a rights plan such capital stock or comparable equity interest) and (ii) the issuance of stock under New Guarantor shall not make, or permit any such plan or the redemption or repurchase Finance Subsidiary to make, any payments that would enable any Finance Subsidiary to make, any payment of any such rights pursuant theretodividends on, (c) payments under this Guarantee and (d) purchases any distribution with respect to, or any redemption, purchase or other acquisition of, or any liquidation payment with respect to, any preferred security or comparable equity interest of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employees)Finance Subsidiary.

Limitation of Transactions. So long as any Securities remain outstanding, if (i) if there shall have occurred an event Event of default under Default (as defined in the Indenture Indenture) with respect to the ICONSICONs, (ii) if there shall be have occurred a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an during any Extension Period or APM Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuingIndenture, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONS ICONs or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS ICONs (other than (a) dividends or distributions in additional shares of capital stock Common Stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employees).

Limitation of Transactions. So long as any Securities remain outstandingout standing, if (i) there shall have occurred an event of default de fault under the Indenture with respect to the ICONSDebentures, or (ii) there shall be have occurred a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and Guarantory shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, purchase or acquire or make a liquidation payment with respect to, any of the its Guarantor’s 's capital stock or stock, (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that which rank pari passu with or junior in interest to the ICONS Debentures, or (z) 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 in interest to the ICONS Debentures (other than (a) dividends or distributions in additional shares of capital stock Common Shares of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock Shares related to the issuance of Common Stock Shares or rights under any of the Company’s benefits Guarantor's benefit plans for its directors, officers or employees).

Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if (i) there shall have occurred an Event of Default under this Trust Preferred Securities Guarantee, an event of default under the Indenture with respect to Indenture, an event of default under the ICONS, Trust Agreement or during an Extended Interest Payment Period (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided defined in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuingIndenture), then (a) the Guarantor shall not, and shall will not permit any subsidiary of the GuarantorSubsidiary to, to (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s its capital stock (other than (i) as a result of a reclassification of its capital stock for another class of its capital stock or (yii) declarations of payments of dividends or distributions of capital stock by a Subsidiary of the Guarantor to the Guarantor); (b) the Guarantor shall not, and will not permit any Subsidiary to, make any payment of principal, interest or premium, if any, principal on or repay, repurchase or redeem any debt securities of issued by the Guarantor that which rank pari passu with or junior in interest to the ICONS or Debentures; (c) the Guarantor shall not make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary Subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS (other than (a) dividends or distributions in additional shares of capital stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee Debentures; and (d) purchases the Guarantor shall not redeem, purchase or acquire less than all of Common Stock related to the issuance of Common Stock outstanding Debentures or rights under any of the Company’s benefits plans for its directors, officers or employees)Trust Preferred Securities.

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONS, (ii) there shall be a Guarantee Event of Default that has not been cured or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuingwaived, then the Guarantor shall not, not and it shall not permit any subsidiary of the Guarantorto, to (xi) declare or pay any dividends or distributions on, or redeemprepay, purchase, acquire or make a liquidation payment with respect to, any shares of the Guarantor’s 's capital stock or stock, (yii) make any payment of principalprincipal of, or interest or premium, if any, on on, or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with in all respects with, or junior in interest to right of payment to, the ICONS Debentures or (iii) make any guarantee payments payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with with, or junior in interest to right of payment to, the ICONS Debentures (other than (a) dividends dividends, distributions, redemptions, purchases or distributions in additional shares acquisitions made by the Guarantor by way of issuance of its capital stock of the Guarantor(or options, warrants or other rights to subscribe therefor), (b) any declaration of a dividend in connection with the implementation of a shareholders' rights plan plan, or the issuance of stock under any such shareholders' rights plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Preferred Securities Guarantee and or the Common Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (f) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Company’s benefits Guarantor's benefit plans for its directors, officers or employeesemployees and (g) obligations under any of the Guarantor's dividend reinvestment or stock purchase plans).

Limitation of Transactions. So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONSDebentures, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, purchase acquire or make a liquidation payment with respect to, to any of the Guarantor’s 's capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu on a parity with or junior in interest to the ICONS Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu on a parity with or junior in interest to the ICONS Debentures (other than (a) dividends or distributions in additional shares of capital common stock of the Guarantor, (b) payments under this Guarantee and (c) any declaration of a dividend in connection with the implementation of a shareholders' rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Company’s benefits plans for its directors, officers or employeesGuarantor's benefit plans).

Limitation of Transactions. So The Guarantor hereby covenants and agrees that, so long as any Preferred Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONS, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall it will not, and shall will not permit any subsidiary of the Guarantorits Subsidiaries to, to (xa) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s outstanding capital stock shares of the Guarantor or (yb) make any payment of principalprincipal of, interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Guarantor that rank pari passu with or ranks junior in interest to the ICONS Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary Subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS Debentures or the guarantee in respect thereof, as the case may be (other than (ai) dividends or distributions in additional shares of capital stock Common Shares (as defined in the Indenture) of the Guarantor, (bii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Guarantor or the declaration of a dividend in connection with the implementation of a such rights plan or the issuance of stock or shares under any such plan or plans in the redemption or repurchase of any such rights pursuant theretofuture, (ciii) payments under this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directorspreferred securities guarantee, officers or employees).and

Limitation of Transactions. So long as any Series A Capital Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONS, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or (ywhich includes common and preferred stock), (ii) make any payment of principalprincipal of, interest or premium, if any, on or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including Other Debentures) that rank pari passu with or junior in interest right of payment to the ICONS Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest right of payment to the ICONS Debentures (other than (a) dividends or distributions in additional shares of capital of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and Series A Capital Securities Guarantee, (d) the purchase of fractional interests in shares resulting from a reclassification of the Guarantor's capital stock, (e) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (f) purchases of Common Stock common stock of the Guarantor related to the issuance of Common Stock such common stock or rights under any of the Company’s benefits Guarantor's benefit plans for its directors, officers or employeesemployees or any of the Guarantor's dividend reinvestment plans), if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series A Capital Securities Guarantee or (3) the Guarantor shall have given notice of its election of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and such extension period, or any such extension thereof, shall have commenced and shall be continuing.

Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if (i) there shall have occurred an Event of Default under this Trust Preferred Securities Guarantee, an event of default under the Indenture with respect to Indenture, an event of default under the ICONS, Trust Agreement or during an Extended Interest Payment Period (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided defined in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuingIndenture), then (a) the Guarantor shall not, and shall will not permit any subsidiary of the GuarantorSubsidiary to, to (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s its capital stock (other than (i) as a result of a reclassification of its capital stock for another class of its capital stock or (yii) declarations of payments of dividends or distributions of capital stock by a Subsidiary of the Guarantor to the Guarantor); (b) the Guarantor shall not, and will not permit any Subsidiary to, make any payment of principal, interest or premium, if any, principal on or repay, repurchase or redeem any debt securities of (other than the Debentures) issued by the Guarantor that which rank pari passu with or junior in interest to the ICONS or Debentures; (c) the Guarantor shall not make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary Subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS (other than (a) dividends or distributions in additional shares of capital stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee Debentures; and (d) purchases the Guarantor shall not redeem, purchase or acquire less than all of Common Stock related to the issuance of Common Stock outstanding Debentures or rights under any of the Company’s benefits plans for its directors, officers or employees)Trust Preferred Securities.

Limitation of Transactions. So long as any Common Securities remain outstanding, if the Guarantor will not (i) there shall have occurred an event of default under the Indenture with respect to the ICONS, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or (ywhich includes common stock and preferred stock), (ii) make any payment of principalprincipal of, interest or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including Other Debentures) that rank pari passu with or junior in interest right of payment to the ICONS Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including under Other Guarantees) if such guarantee ranks pari passu with or junior in interest right of payment to the ICONS Debentures (other than (a) dividends or distributions in additional shares of capital of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this the Series A Capital Securities Guarantee and the Series B Capital Securities Guarantee, (d) purchases as a result of Common Stock related to the issuance of Common Stock or rights under any a reclassification of the Company’s benefits plans for its directors, officers Guarantor's capital stock or employees).the exchange or conversion of one class or series of the

Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor will not declare or pay any dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any guarantee payment with respect thereto if at such time (i) there the Guarantor shall have occurred an event of be in default under the Indenture with respect to the ICONSits Guarantee Payments or other payment obligations hereunder, (ii) there shall be a Guarantee have occurred any Event of Default (as defined in the Declaration) or (iii) the Guarantor shall have given notice of its election selection of an Extension Period (as provided defined in the certificate evidencing Indenture) and such period, or any extension thereof, is continuing; provided, however, that the ICONS foregoing restrictions will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stock or (iii) cash payments made by the Guarantor in lieu of delivering fractional shares upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stock. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Securities and shall not have rescinded cause or permit the Common Securities to be transferred except to the extent such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary transfer is permitted under Section 9.01(c) of the GuarantorDeclaration, to (x) declare or pay provided that any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any permitted successor of the Guarantor’s capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONS or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS (other than (a) dividends or distributions in additional shares of capital stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employees).the

Limitation of Transactions. So long as any Trust Securities remain outstanding, if (i) there shall have occurred an event of default under the Junior Subordinated Indenture with respect to the ICONSJunior Subordinated Debentures, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Junior Subordinated Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or stock, (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu on a parity with or junior in interest to the ICONS Junior Subordinated Debentures or (z) 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 on a parity with or junior in interest to the ICONS Junior Subordinated Debentures (other than (a) dividends or distributions in additional shares by the Corporation by way of capital stock its issuance of the Guarantorits common stock, (b) payments under this Guarantee, (c) any declaration of a dividend in connection with the implementation of a shareholders' rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Company’s benefits plans for its directors, officers or employeesGuarantor's benefit plans).

Limitation of Transactions. So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONSJunior Subordinated Notes, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Junior Subordinated Notes and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu on a parity with or junior in interest to the ICONS Junior Subordinated Notes or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu on a parity with or junior in interest to the ICONS Junior Subordinated Notes (other than (a) dividends or distributions in additional shares of capital common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee Guarantee, and (d) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the CompanyGuarantor’s benefits plans for its directors, officers or employeesbenefit plans).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONS, (ii) there shall be a Guarantee Event of Default or there shall have occurred any event of which the Guarantor has actual knowledge that (iiia) with the giving of notice or the lapse of time, or both, would constitute a Trust Agreement Event of Default and (b) in respect to which the Company shall not have taken reasonable steps to cure, then (a) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends dividend or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its capital stock, (b) the Guarantor’s capital stock or (y) Guarantor shall not make any payment of principalinterest, interest principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that (including other Junior Subordinated Debentures) which rank pari passu with or junior in interest to the ICONS Junior Subordinated Debentures or (c) the Guarantor shall not make any guarantee payments with respect to any guarantee by the Guarantor guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS Junior Subordinated Debentures (other than (a) dividends or distributions in additional shares of capital stock of the Guarantorcommon stock, (b) any declaration of a dividend in connection with the implementation of a shareholders' rights plan 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 common stock related to the issuance issuances of Common Stock common stock or rights under any of the Company’s benefits Guarantor's benefit plans for its directors, officers or employees).

Limitation of Transactions. So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONSDebentures, (ii) ii there shall be a Guarantee Event of Default or (iii) ii the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu on a parity with or junior in interest to the ICONS Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu on a parity with or junior in interest to the ICONS Debentures (other than (a) dividends or distributions in additional shares of capital common stock of the Guarantor, (b) payments under this Guarantee, (c) any declaration of a dividend in connection with the implementation of a shareholders' rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Company’s benefits plans for its directors, officers or employeesGuarantor's benefit plans).

Limitation of Transactions. So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONSICONs, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS ICONs and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONS ICONs or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS ICONs (other than (a) dividends or distributions in additional shares of capital stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employees).

Limitation of Transactions. So long as any Securities remain outstanding, if (ia) there shall have occurred an event of default under the Indenture with respect to the ICONSDebentures, (iib) there shall be a Guarantee Event of Default or (iiic) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s capital stock or (yii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONS Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS Debentures (other than (aA) dividends or distributions in additional shares of capital stock Common Stock of the Guarantor, (bB) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (cC) payments under this Guarantee and (dD) purchases of Common Stock related to the issuance of Common Stock or rights under any of the CompanyGuarantor’s benefits plans for its directors, officers or employees). The Guarantor shall promptly give notice of any such circumstances or events to the Guarantee Trustee.

Limitation of Transactions. So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONSDebentures, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONS Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS Debentures (other than (a) dividends or distributions in additional shares of capital stock Common Stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employees).issuance

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONS, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuingDefault, then the Guarantor shall not, not and it shall not permit any subsidiary of Subsidiary (as defined in the GuarantorIndenture) to, to (xa) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Guarantor’s 's capital stock stock, or (yb) make any payment of principal, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the ICONS Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary Subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS Debentures (other than (a) dividends or distributions in additional shares of capital stock of the Guarantorcommon stock, (b) any declaration of a dividend in connection with the implementation of a rights plan or Rights Plan (as defined in the Indenture), the issuance of any rights, of any common stock or any class or any series of preferred stock of the Guarantor or of any property under any such plan Rights Plan or the redemption or repurchase of any such rights distributed pursuant theretoto a Rights Plan, (c) payments under this Guarantee and Preferred Securities Guarantee, (d) purchases of Common Stock common stock related to the issuance of Common Stock or rights common stock under any of the Company’s benefits Guarantor's benefit plans for its directors, officers or employeesemployees and (e) obligations under any dividend reinvestment and stock purchase plan).

Limitation of Transactions. So long as any Preferred --------------------------- Securities remain outstanding, if (i) there shall have occurred any Event of Default or an event of default under the Indenture with respect to the ICONSDeclaration, (ii) there shall be a Guarantee Event of Default or (iiia) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends dividend on, or distributions onmake any distribution with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s its capital stock or and (yb) the Guarantor shall not make any payment of principalinterest, interest principal or premium, if any, on on, or repay, repurchase or redeem redeem, any debt securities of issued by the Guarantor that which rank pari passu with or junior in interest to the ICONS Subordinated Debentures; provided, however, that the foregoing restrictions -------- ------- do not apply to (i) any interest or make dividend payments by the Guarantor where the interest or dividend is paid by way of the issuance of securities that rank junior to the Subordinated Debentures, (ii) any guarantee payments of interest, principal or premium, if any, on, or repayment, repurchase or redemption of, the Subordinated Notes and (iii) any payments or distributions with respect to, or redemptions, purchases or acquisitions of, or any payments in liquidation of, the PERCS (including any of the foregoing with respect to any the guarantee agreement entered into by the Guarantor for the benefit of the debt securities of any subsidiary holders of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS (other than (a) dividends or distributions in additional shares of capital stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employeesPERCS). SECTION 6.02.

Limitation of Transactions. So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONSSubordinated Debentures, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Subordinated Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu on a parity with or junior in interest to the ICONS Subordinated Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu on a parity with or junior in interest to the ICONS Subordinated Debentures (other than (a) dividends or distributions in additional shares of capital common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee Guarantee, and (d) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the CompanyGuarantor’s benefits plans for its directors, officers or employeesbenefit plans).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONS, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock (which includes common and preferred stock) or (yii) make any payment of principal, interest principal of or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including Other Debentures) that rank pari passu with or junior in interest right of payment to the ICONS Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest right of payment to the ICONS Debentures (other than (a) dividends or distributions in additional shares of capital of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a shareholders' rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Series A Capital Securities Guarantee or this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employees).Series B Capital Securities Guarantee,

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (i) there shall have occurred an Event of Default or an event of default under the Indenture with respect to the ICONS, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuingDeclaration, then the Guarantor shall not, and shall not permit any subsidiary of the GuarantorSubsidiary to, to (xa) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire purchase or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or (yb) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of (including guarantees) issued by the Guarantor (including other Securities (as defined in the Indenture) of any series) that rank pari passu with or junior in interest to such Securities (other than (i) dividends or distributions in common stock of the ICONS 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 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 benefit plans for its or its Subsidiaries' directors, officers, employees or independent contractors, (iv) 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 (v) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged) or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS (other than (a) dividends or distributions in additional shares of capital stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employees)foregoing.

Limitation of Transactions. So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Subordinated Indenture with respect to the ICONSJunior Subordinated Notes, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Junior Subordinated Notes and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock (which included common and preferred stock) or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu on a parity with or junior in interest to the ICONS Junior Subordinated Notes or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu on a parity with or junior in interest to the ICONS Junior Subordinated Notes (other than (a) dividends or distributions in additional shares of capital common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a shareholders' rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee Guarantee, and (d) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under the Guarantor's dividend reinvestment plan, or under any of the Company’s benefits plans for its directors, officers or employeesGuarantor's benefit plans).

Limitation of Transactions. So long as any Common 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 any Event of Default under the Indenture or an event of default under the Indenture with respect to the ICONSDeclaration, then (ii) there shall be a Guarantee Event of Default or (iiia) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends dividend on, or make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, (b) the Guarantor’s capital stock or (y) Guarantor shall not make any payment of principalinterest, interest principal or premium, if any, on or repay, repurchase or redeem any debt securities of (including guarantees) issued by the Guarantor that rank pari passu with or junior in interest to the ICONS 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 with or junior in interest to the ICONS foregoing (other than than, with respect to clauses (a), (b) and (c), (i) dividends or distributions in additional shares of capital of, common stock of the Guarantor, ; (bii) any declaration of a dividend in connection with the implementation of a shareholder rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (ciii) payments under this Guarantee the Preferred Securities Guarantee; (iv) as a direct result of, and (d) purchases of Common Stock related only to the extent required in order to avoid the issuance of Common Stock or rights under any fractional shares of capital stock, following a reclassification of the CompanyGuarantor’s benefits plans capital stock or the exchange or conversion of one class or series of the Guarantor’s capital stock for its directors, officers another class or employeesseries of the Guarantor’s capital stock; and (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Convertible Debentures by extending the interest payment period and such extension shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an event of default under the Indenture with respect to the ICONS, (ii) there shall be a Guarantee Event of Default or under the Declaration, then (iiia) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans, (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 capital stock for another class or series of the Guarantor's capital stock, (yiii) 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 for Capital Stock of the Guarantor (iv) dividends or distributions in Common Stock of the Guarantor or (v) any declaration of a dividend in connection with the implementation or extension of a stockholders' rights plan or the issuance of stock under any such plan (including the plan existing on the date hereof) in the future, or the redemption or repurchase of any such rights pursuant thereto) or make any guarantee payments with respect to the foregoing and (b) the Guarantor shall not make any payment of principalinterest, interest principal or premium, if any, on or repay, repurchase or redeem any debt securities of (including guarantees) issued by the Guarantor that which rank pari passu with or junior in interest to the ICONS or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS (other than (a) dividends or distributions in additional shares of capital stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employees)Debentures.

Limitation of Transactions. So long as The Guarantor covenants and agrees that, the Guarantor will not declare or pay any Securities remain outstandingdividends on, or redeem, purchase, acquire or make any distribution, liquidation or guarantee payment with respect to its capital stock, if at any time (i) there it shall have occurred an event failed to make any payment of default under interest, principal or premium on the Indenture with respect Debentures when due (after giving effect to any grace period for payment thereof as provided in Section 5.1 of the ICONSIndenture), (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election to defer payments of an Extension Period interest on the Debentures held by the Issuer as trust assets by extending the interest payment period as provided in the certificate evidencing terms of the ICONS Debentures and shall not have rescinded such noticeperiod, or such Extension Period or any extension thereof shall be thereof, is continuing, then or (iii) the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior be in interest to the ICONS or make any guarantee payments default with respect to any guarantee by its Guarantee Payments hereunder; provided, that the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS may (other than (aA) dividends make redemptions, purchases, retirements, acquisitions or distributions in additional shares of capital stock of the GuarantorGuarantor or redemptions, (b) any declaration purchases or acquisitions of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases shares of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans Guarantor, par value $.01 per share (the "Common Stock"), for its directorspurposes of any employee benefit plan or program of the Guarantor or any Subsidiary and (B) pay accrued dividends (and cash in lieu of fractional shares) upon the conversion of any preferred stock of the Company as may be outstanding from time to time, officers or employees).in accordance with the terms of such stock. The term "

Limitation of Transactions. So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONSSubordinated Debentures, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Subordinated Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu on a parity with or junior in interest to the ICONS Subordinated Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu on a parity with or junior in interest to the ICONS Subordinated Debentures (other than (a) dividends or distributions in additional shares of capital common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a shareholders' rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee Guarantee, and (d) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Company’s benefits plans for its directors, officers or employeesGuarantor's benefit plans).

Limitation of Transactions. So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONSDebentures, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu on a parity with or junior in interest to the ICONS Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu on a parity with or junior in interest to the ICONS Debentures (other than (a) dividends or distributions in additional shares of capital common stock of the Guarantor, (b) payments under this Guarantee and (c) any declaration of a dividend in connection with the implementation of a shareholders' rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Company’s benefits plans for its directors, officers or employeesGuarantor's benefit plans).

Limitation of Transactions. So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONSJunior Subordinated Debt Securities, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Junior Subordinated Debt Securities and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu on a parity with or junior in interest to the ICONS Junior Subordinated Debt Securities or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu on a parity with or junior in interest to the ICONS Junior Subordinated Debt Securities (other than (a) dividends or distributions in additional shares of capital common stock of the Guarantor, (b) payments under this Guarantee, (c) any declaration of a dividend in connection with the implementation of a shareholders' rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Company’s benefits plans for its directors, officers or employeesGuarantor's benefit plans).

Limitation of Transactions. So long as any Securities remain outstanding, if (i) there shall have occurred an event Indenture Event of default under the Indenture Default with respect to the ICONSDebt Securities, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Debt Securities and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONS Debt Securities or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS Debt Securities (other than (a) dividends or distributions in additional shares of capital stock Common Stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s 's benefits plans for its directors, officers or employees).

Limitation of Transactions. So long as any Capital Securities remain outstanding, if (i) there shall have occurred and be continuing an event Event of default under the Indenture with respect to the ICONSDefault or Declaration Event of Default, or (ii) there shall be have been a Guarantee Event of Default or (iii) selection by the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Declaration and shall not have rescinded such noticeperiod, or such Extension Period or any extension thereof thereof, shall be continuing, then (a) the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire purchase or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or rights to acquire such capital stock (yother than (i) purchases or acquisitions of shares of 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), (ii) as a result of a reclassification of the 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 capital stock or rights to acquire such capital stock of another class or series of the Guarantor's capital stock or rights to acquire such capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged or (iv) dividends or distributions made on the Guarantor's capital stock or rights to acquire such capital stock with the Guarantor's capital stock or rights to acquire such capital stock), or make any guarantee payments with respect to the foregoing and (b) the Guarantor shall not make any payment of principalinterest, interest principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that which rank pari passu with or junior in interest to the ICONS or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS (other than (a) dividends or distributions in additional shares of capital stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employees)Debentures.

Limitation of Transactions. 14 So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONSDebentures, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONS Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS Debentures (other than (a) dividends or distributions in additional shares of capital stock Common Stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s 's benefits plans for its directors, officers or employees).

Limitation of Transactions. So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONSJunior Subordinated Notes, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Junior Subordinated Notes and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu on a parity with or junior in interest to the ICONS Junior Subordinated Notes or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu on a parity with or junior in interest to the ICONS Junior Subordinated Notes (other than (a) dividends or distributions in additional shares of capital common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a shareholders' rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee Guarantee, and (d) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Company’s benefits plans for its directors, officers or employeesGuarantor's benefit plans).

Limitation of Transactions. So long as any Common Securities remain outstanding, if (i) there shall have occurred an Event of Default or an event of default under the Indenture with respect to the ICONSDeclaration, then (ii) there shall be a Guarantee Event of Default or (iiia) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or make distributions onwith respect to, or redeem, purchase, purchase or acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee or Agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Guarantor to purchase capital stock of the Guarantor’s , (ii) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of its capital stock for another class or series of its capital stock, (iii) the purchase of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Company (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (yv) redemptions or purchases of any rights outstanding under a shareholder rights plan), (b) the Guarantor shall not make any payment of principalinterest, interest principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that rank pari passu with or junior in interest to such Debentures to the ICONS extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt securities, and (c) the Guarantor shall not make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest foregoing other than pursuant to the ICONS (other than (a) dividends or distributions in additional shares of capital stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employees).Preferred Securities Guarantee

Limitation of Transactions. So long as any Securities remain outstanding, if (i) if there shall have occurred an event Event of default under Default (as defined in the Indenture Indenture) with respect to the ICONSICONs, (ii) if there shall be have occurred a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension during any Deferral Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuingIndenture, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONS ICONs or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS ICONs (other than (a) dividends or distributions in additional shares of capital stock Common Stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employees).

Limitation of Transactions. So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONSICONs, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS ICONs and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONS ICONs or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS ICONs (other than (a) dividends or distributions in additional shares of capital stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s 's benefits plans for its directors, officers or employees).

Limitation of Transactions. So long as any Series A Capital Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONS, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or (ywhich includes common and preferred stock), (ii) make any payment of principalprincipal of, interest or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in interest right of payment to the ICONS Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest right of payment to the ICONS Debentures (other than (a) dividends or distributions in additional shares of capital of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this the Series A Capital Securities Guarantee and the Series B Capital Securities Guarantee, (d) purchases as a result of Common Stock related to the issuance of Common Stock or rights under any a reclassification of the Company’s benefits plans Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for its directors, officers another class or employees).series of the Guarantor's

Limitation of Transactions. So long as any Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONSJunior Subordinated Debt Securities, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Junior Subordinated Debt Securities and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONS Junior Subordinated Debt Securities or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS Junior Subordinated Debt Securities (other than (a) dividends or distributions in additional shares of capital stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employees).

Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor will not declare or pay any dividends on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of its common stock or preferred stock or make any guarantee payment with respect thereto if at such time (i) there the Guarantor shall have occurred an event of be in default under the Indenture with respect to the ICONSits Guarantee Payments or other payment obligations hereunder, (ii) there shall be a Guarantee have occurred any Event of Default (as defined in the Declaration) or (iii) the Guarantor shall have given notice of its election selection of an Extension Period (as provided defined in the certificate evidencing Indenture) and such period, or any extension thereof, is continuing; provided, however, that the ICONS foregoing restrictions will not apply to (i) dividends, redemptions, purchases, acquisitions, distributions or payments made by the Guarantor by way of issuance of shares of its capital stock, (ii) payments of accrued dividends by the Guarantor upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stock or (iii) cash payments made by the Guarantor in lieu of delivering fractional shares upon the redemption, exchange or conversion of any preferred stock of the Guarantor as may be outstanding from time to time in accordance with the terms of such preferred stock. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Securities and shall not have rescinded cause or permit the Common Securities to be transferred except to the extent such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary transfer is permitted under Section 9.01(c) of the GuarantorDeclaration, to (x) declare or pay provided that any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONS or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS (other than (a) dividends or distributions in additional shares of capital stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employees).permitted successor of

Limitation of Transactions. So long as any Securities remain outstanding, if (i) if there shall have occurred an event Event of default under Default (as defined in the Indenture Indenture) with respect to the ICONSNotes, (ii) if there shall be have occurred a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension during any Deferral Period or APM Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuingIndenture, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s capital stock or the capital stock of any subsidiary of the Guarantor (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONS Notes or (z) 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 in interest to the ICONS Notes (other than (a) dividends or distributions in paid in additional shares of capital stock of the Guarantor, (b) any declaration or payment of a dividend in connection with the implementation of a shareholders’ rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employeesemployees and (e) solely in the case of any controlled subsidiary of the Guarantor, any declaration or distribution on the capital stock of such subsidiary to the Guarantor or an Affiliate of the Guarantor).

Limitation of Transactions. So long as any Securities remain outstanding, if (i) if there shall have occurred an event Event of default under Default (as defined in the Indenture Indenture) with respect to the ICONSNotes, (ii) if there shall be have occurred a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension during any Optional Deferral Period or New Equity Settlement Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuingIndenture, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s capital stock or the capital stock of any subsidiary of the Guarantor (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONS Notes or (z) 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 in interest to the ICONS Notes (other than (a) dividends or distributions in paid in additional shares of capital stock of the Guarantor, (b) any declaration or payment of a dividend in connection with the implementation of a shareholders’ rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employeesemployees and (e) solely in the case of any controlled subsidiary of the Guarantor, any declaration or distribution on the capital stock of such subsidiary to the Guarantor or an Affiliate of the Guarantor).

Limitation of Transactions. (a) So long as any Common Securities remain outstanding, if (i) there the Guarantor shall have occurred an event of be in default under the Indenture with respect to the ICONSits Guarantee Payments or other obligations hereunder, or (ii) there shall be a Guarantee if an Event of Default or (iiias defined in the Indenture) shall exist then (a) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends dividend on, or make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, or make any guarantee payments with respect to any of the Guarantor’s capital stock or foregoing, and (yb) the Guarantor shall not make any payment of principalinterest, interest principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor (including any guarantees) which rank pari passu with or junior to the Trust Debentures. (b) Notwithstanding subsection 3.1(a) or any other language to the contrary contained in this Common Securities Guarantee, nothing shall prevent the Guarantor from: (i) declaring or paying any dividend on, or making any distribution with respect to, or redeeming, purchasing, acquiring or making a liquidation payment with respect to, any of its capital stock in or with (x) securities of the Guarantor (including capital stock) that rank junior to such capital stock or (y) securities (including capital stock) of the Guarantor or (ii) paying any interest, principal or premium on, or repaying, repurchasing or redeeming, any debt securities issued by the Guarantor that rank pari passu with or junior in interest to the ICONS or make any guarantee payments Trust Debentures, with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if (including capital stock) that rank junior to such guarantee ranks pari passu with or junior in interest to the ICONS (other than (a) dividends or distributions in additional shares of capital stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employees)debt securities.

Limitation of Transactions. So long as any Securities remain ---------------------------- outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONSDebentures, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or (y) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu on a parity with or junior in interest to the ICONS Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu on a parity with or junior in interest to the ICONS Debentures (other than (a) dividends or distributions in additional shares of capital common stock of the Guarantor, (b) payments under this Guarantee, (c) any declaration of a dividend in connection with the implementation of a shareholders' rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and (d) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Company’s benefits plans for its directors, officers or employeesGuarantor's benefit plans).

Limitation of Transactions. So long as any Common Securities remain outstanding, if the Guarantor will not (i) there shall have occurred an event of default under the Indenture with respect to the ICONS, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (x) declare or pay any dividends or distributions distribution on, or redeem, purchase, acquire or make a liquidation payment with respect to, to any of the Guarantor’s 's capital stock (which includes common stock and preferred stock) or (yii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor (including Other Debentures) that rank pari passu with or junior in interest right of payment to the ICONS Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including under Other Guarantees) if such guarantee ranks pari passu with or junior in interest right of payment to the ICONS Debentures (other than (a) dividends or distributions in additional shares of capital of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and the Capital Securities Guarantee, (d) purchases as a result of Common Stock related to the issuance of Common Stock or rights under any a reclassification of the Company’s benefits plans Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for its directorsanother class or series of the Guarantor's capital stock, officers or employees).(e) the purchase of fractional

Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the ICONS, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the GuarantorGuarantor to, to (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or stock, (yii) make any payment of principal, interest or premium, if any, on on, or repay, repay or repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the ICONS Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS Debentures (other than (a) dividends or distributions in additional shares of capital of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation or extension of a stockholder's rights plan plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee and Preferred Securities Guarantee, (d) purchases as a result of Common Stock related a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (e) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the issuance conversion or exchange provisions of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employees).such capital stock

Limitation of Transactions. So long as any Securities remain outstanding, if (ia) there shall have occurred an event of default under the Indenture with respect to the ICONSDebentures, (iib) there shall be a Guarantee Event of Default or (iiic) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the ICONS Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (xi) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor’s 's capital stock or (yii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONS Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the ICONS Debentures (other than (aA) dividends or distributions in additional shares of capital stock Common Stock of the Guarantor, (bB) any declaration of a dividend in connection with the implementation of a rights plan or the issuance of stock under any such plan or the redemption or repurchase of any such rights pursuant thereto, (cC) payments under this Guarantee and (dD) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s 's benefits plans for its directors, officers or employees).