Common use of Limitation on Dividends; Transactions with Affiliates Clause in Contracts

Limitation on Dividends; Transactions with Affiliates. (a) If (i) there shall have occurred any event that would constitute an Event of Default or (ii) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to the Trust, then (a) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (ii) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (iii) 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), and (b) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid. (b) If the Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV of this Supplemental Indenture and such period, or any extension thereof, shall be continuing, then (i) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (x) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (y) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (z) 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), and (ii) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid.

Limitation on Dividends; Transactions with Affiliates. If Debentures of any series are issued to a Sun Trust or a trustee of such trust in connection with the issuance of Trust Securities by such Sun Trust and (a) If (i) there shall have occurred any event that would constitute an Event of Default or Default, (iib) the Company Guarantor shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee or the Common Securities Guarantee relating to such Sun Trust or (c) the TrustCompany shall have given notice of its election to defer payments of interest on Debentures of such series by extending the interest payment period and such period, or any extension thereof, shall be continuing, then (ay) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (i) repurchases, redemptions purchases or other acquisitions of shares of capital stock Common Stock of the Company in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultantsplans, (ii) as a result of an a reclassification of capital stock of the Company or the exchange or conversion of any one class or series of the Company's capital stock for any other another class or series of capital stock of the Company's capital stockCompany or, or (iii) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock of the Company or the security being converted or exchanged) or make any guarantee payments with respect to the forgoing), and (bz) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase repur- chase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu PARI PASSU with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid. (b) If the Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV of this Supplemental Indenture and such period, or any extension thereof, shall be continuing, then (i) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (x) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (y) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (z) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions Debentures of such capital stock or the security being converted or exchanged), and (ii) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paidseries.

Limitation on Dividends; Transactions with Affiliates. (a) If Notes are issued to the Trust or a trustee of the Trust and (i) there shall have occurred any event that would constitute an Event of Default or (ii) the Company shall be in default with respect to of its payment of or any other obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to the TrustGuarantee, then (aA) the Company shall not, and shall cause any subsidiary of the Company that is not a wholly owned subsidiary of the Company not to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (other than (i) repurchases, redemptions or other acquisitions of shares of the capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (ii) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (iii) 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)subsidiary, and (bB) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit provided that the foregoing restriction in clause (A) does not apply to any stock dividends paid by the Company's ability to pay stock dividends , or any of its subsidiaries, where the dividend stock is the same stock as that on which the dividend is being paid. (b) If Notes are issued to the Trust or a trustee of the Trust and the Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV of this Supplemental Indenture hereof and such period, or any extension thereof, shall be continuing, then (iA) the Company shall not, and shall cause any subsidiary of the Company that is not a wholly owned subsidiary of the Company not to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (x) repurchases, redemptions or other acquisitions of shares of the capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (y) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (z) 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)subsidiary, and (iiB) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit provided that the foregoing restriction in clause (A) does not apply to any stock dividends paid by the Company's ability to pay stock dividends , or any of its subsidiaries, where the dividend stock is the same stock as that on which the dividend is being paid.

Limitation on Dividends; Transactions with Affiliates. (a) If any Convertible Debentures are outstanding and (i) there shall have occurred any Event of Default or any event that that, with the giving of notice or lapse of time or both, would constitute an Event of Default or Default, (ii) the Company Guarantor shall be in default with respect to its payment of any or other obligations under the Preferred Securities Guarantee or the Common Securities Guarantee relating to the TrustGuarantee, then or (aiii) the Company shall have given notice of its election to defer payments of interest on Convertible Debentures by extending the interest payment period as provided in Article XI and such period, or any extension thereof, shall be continuing, then the Company shall not (a) declare or pay any dividend on, make any distributions distribution with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (i) repurchases, redemptions Capital Stock or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (ii) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (iii) 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), and (b) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which that rank pari passu with or junior in interest to the Notes. However, nothing herein will limit the Company's ability Convertible Debentures or make any guarantee payments with respect to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid. (b) If any guarantee by the Company shall have given notice of its election to defer payments the debt securities of interest on the Notes by extending the interest payment period as provided in Article IV any subsidiary of this Supplemental Indenture and such period, or any extension thereof, shall be continuing, then (i) the Company shall not declare if such guarantee ranks pari passu with or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock junior in interest to the Convertible Debentures (other than (x) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (yi) as a result of an a reclassification of the Capital Stock of the Company or the exchange or conversion of any one class or series of the Company's capital stock Capital Stock of the Company for any other another class or series of the Capital Stock of the Company's capital stock, or (zii) the purchase of fractional interests in shares of the Company's capital stock Capital Stock of the Company pursuant to the conversion or exchange provisions of such capital stock Capital Stock or the security being converted into or exchanged)exchanged for such Capital Stock, and (iiiii) dividends or distributions in Common Stock of the Company, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Trust Securities Guarantees, (vi) purchases of Common Stock of the Company shall not make any payment related to the issuance of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by Common Stock of the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit rights under any of the Company's ability to pay benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock dividends where the dividend stock is the same stock as that on which the dividend is being paidpurchase plans).

Limitation on Dividends; Transactions with Affiliates. (a) If Notes are issued to the Trust or a trustee of the Trust and (i) there shall have occurred any event that would constitute an Event of Default or (ii) the Company shall be in default with respect to of its payment of any obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to the TrustGuarantee, then (aA) the Company shall not, and shall cause any subsidiary of the Company that is not a wholly owned subsidiary of the Company not to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (other than (i) repurchases, redemptions or other acquisitions of shares of the capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (ii) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (iii) 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)subsidiary, and (bB) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit provided that the foregoing restriction in clause (A) does not apply to any stock dividends paid by the Company's ability to pay stock dividends , or any of its subsidiaries, where the dividend stock is the same stock as that on which the dividend is being paid. (b) If Notes are issued to the Trust or a trustee of the Trust and the Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV of this Supplemental Indenture hereof and such period, or any extension thereof, shall be continuing, then (iA) the Company shall not, and shall cause any subsidiary of the Company that is not a wholly owned subsidiary of the Company not to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (x) repurchases, redemptions or other acquisitions of shares of the capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (y) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (z) 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)subsidiary, and (iiB) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit provided that the foregoing restriction in clause (A) does not apply to any stock dividends paid by the Company's ability to pay stock dividends , or any of its subsidiaries, where the dividend stock is the same stock as that on which the dividend is being paid.

Limitation on Dividends; Transactions with Affiliates. When Securities of any series are issued to a Trust or a trustee of a Trust in connection with the issuance of Trust Securities, and (a) If (i) there shall have occurred any event that would constitute an Event of Default with respect to such series, or (iib) the Company shall be in default with respect to its payment of any obligations under the Trust Preferred Securities Guarantee or Trust Common Securities Guarantee relating to such Trust, or (c) the TrustCompany shall have given notice of its election to exercise its right to extend the interest payment provision pursuant to Section 11.02, then (ai) the Company shall not declare or pay any dividend on, make any distributions distribution with respect to, or redeem, purchase purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (iA) repurchasesdividends or distributions in shares of, redemptions or other options, warrants or rights to subscribe for or purchase shares of, common stock of the Company, (B) any declaration of a dividend in connection with a stockholders' rights plan of the Company, or the issuance of stock under such a plan, or the redemption or repurchase of any rights pursuant thereto, (C) purchases or acquisitions of shares of capital stock Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit or dividend reinvestment plans or any other contractual obligation of the Company in connection with any employment contract, benefit plan or (other similar arrangement than a contractual obligation ranking PARI PASSU with or for junior to the benefit of employees, officers, directors or consultantsSecurities), (iiD) as a result of an a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock for any other another class or series of the Company's capital stock, or (iiiE) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), and (b) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid. (b) If the Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV of this Supplemental Indenture and such period, or any extension thereof, shall be continuing, then (i) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (x) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (y) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (z) 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), and (ii) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which that rank pari passu PARI PASSU with or junior to the Notes. However, nothing herein will limit Securities; and (iii) the Company's ability Company shall not make any guarantee payments with respect to pay stock dividends where the dividend stock is foregoing (other than pursuant to the same stock as that on which the dividend is being paidrelated Trust Preferred Securities Guarantee).

Limitation on Dividends; Transactions with Affiliates. If Securities of any Series are issued to a Tosco Trust or a trustee of such trust in connection with the issuance of Trust Securities by such Tosco Trust and (a) If (i) there shall have occurred any event that would constitute an Event of Default or Default, (iib) the Company Guarantor shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee or the Common Securities Guarantee relating to such Tosco Trust, or (c) the TrustCompany shall have given notice of its election to defer payments of interest on Securities of such Series by extending the interest payment period as provided herein and such period, or any extension thereof, shall be continuing, then (ay) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (i) repurchases, redemptions purchases or other acquisitions of shares of capital stock Common Stock of the Company in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultantsplans, (ii) as a result of an a reclassification of capital stock of the Company or the exchange or conversion of any one class or series Series of the Company's Companys capital stock for any other another class or series Series of capital stock of the Company's capital stockCompany or, or (iii) the purchase of fractional interests in shares of the Company's Companys capital stock pursuant to the conversion or exchange provisions of such capital stock of the Company or the security being converted or exchanged)) or make any guarantee payments with respect to the foregoing, and (bz) the Company shall not make any payment of interest, principal or premium, if any, on or repay, . repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid. (b) If the Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV of this Supplemental Indenture and such period, or any extension thereof, shall be continuing, then (i) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (x) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (y) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (z) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions Securities of such capital stock or the security being converted or exchanged), and (ii) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paidSeries.

Limitation on Dividends; Transactions with Affiliates. If Debentures of any series are issued to a "K N Trust" or a trustee of such trust in connection with the issuance of Trust Securities by such "K N Trust" and (a) If (i) there shall have occurred any event that would constitute an Event of Default or Default, (iib) the Company Guarantor shall be in default with respect to its payment of any obligations under the Preferred Securities a K N Guarantee or the Common Securities Guarantee relating to the such "K N Trust", then of (ac) the Company shall have given notice of its election to defer payments of interest on Debentures of such series by extending the interest payment period as provided herein and such period, or any extension thereof, shall be continuing, then the Company (i) shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) repurchases, redemptions purchases or other acquisitions of shares of capital stock Common Stock of the Company in connection with the satisfaction by the Company or any employment contract, of its subsidiaries of their respective obligations under any benefit plan or other similar arrangement with or plans for the benefit of employeesdirectors, officers, directors agents or consultantsemployees of the company's dividend reinvestment or director, officer, agent or employee stock purchase plans, (iiB) as a result of an a reclassification of its capital stock or the exchange or conversion of any one class or series of the Company's its capital stock for any other another class or series of the Company's its capital stock, or (iiiC) the purchase of fractional interests in shares of the Company's its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchangedexchanged for capital stock, (D) dividends or distributions in the form of shares of, or options, warrants or rights to subscribe for or purchase shares of capital stock of the Company or (E) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan (including such existing plan) in the future or the redemption or repurchase or any such rights pursuant thereto), and (bii) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid. (b) If the Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV of this Supplemental Indenture and such period, or any extension thereof, shall be continuing, then (i) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (x) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (y) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (z) 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), Subordinated Debentures and (iiiii) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem guarantee payments with respect to any debt securities issued guarantee by the Company which rank of any securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in right of payment to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paidSubordinated Debentures.

Limitation on Dividends; Transactions with Affiliates. (a) If (i) there shall have occurred any event that would constitute an Event of Default or (ii) the Company shall be in default with in respect to of its payment of or any other obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to the TrustGuarantee, then (aA) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (ii) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (iii) 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), and (bB) the Company shall not make any payment of interest, principal or premium, if any, on on, or repay, repurchase or redeem redeem, any debt securities issued by the Company which rank pari passu with or junior to the Notes. HoweverDebentures; provided, nothing herein will limit however, that foregoing restrictions shall not apply to (i) any interest or dividend payments by the Company's ability to pay stock dividends , where the dividend stock is the same stock as that on which the interest or dividend is being paidpaid by way of the issuance of securities that rank junior to the Debentures, (ii) any 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 the guarantee agreement entered into by the Company for the benefit of the holders of the PERCS). (b) If the Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV of this Supplemental Indenture and such periodan Extension Period, or any extension thereof, thereof shall be continuing, then (iA) the Company shall not declare or pay any dividend ondividend, or make any distributions with respect to, or redeem, purchase purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (x) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (y) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (z) 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), and (iiB) the Company shall not make any payment of interest, principal or premium, if any, on on, or repay, repurchase or redeem redeem, the Debentures or any debt securities issued by the Company which rank pari passu with or junior to the Notes. HoweverDebentures; provided, nothing herein will limit however, that foregoing restrictions shall not apply to (i) any interest or dividend payments by the Company's ability to pay stock dividends , where the dividend stock is the same stock as that on which the interest or dividend is being paidpaid by way of the issuance of securities that rank junior to the Debentures, (ii) any 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 the guarantee agreement entered into by the Company for the benefit of the holders of the PERCS).

Limitation on Dividends; Transactions with Affiliates. If Debentures of any series are issued to a CalEnergy Trust or a trustee of such trust in connection with the issuance of Trust Securities by such CalEnergy Trust and (a) If (i) there shall have occurred any event that would constitute an Event of Default or Default, (iib) the Company Guarantor shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee or the Common Securities Guarantee relating to such CalEnergy Trust or (c) the TrustCompany shall have given notice of its election to defer payments of interest on Debentures of such series by extending the interest payment period and such period, or any extension thereof, shall be continuing, then (ay) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (i) repurchases, redemptions purchases or other acquisitions of shares of capital stock Common Stock of the Company in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultantsplans, (ii) as a result of an a reclassification of capital stock of the Company or the exchange or conversion of any one class or series of the Company's capital stock for any other another class or series of capital stock of the Company's capital stock, or (iii) the purchase pur chase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock of the Company or the security being converted or exchanged, or (iv) payment of stock dividends by the Company which consist of stock of the same class as that on which the dividend is being paid) or make any guarantee payments with respect to the foregoing, other than pursuant to the Preferred Securities Guarantee and the Common Securities Guarantee), and (bz) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid. (b) If the Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV of this Supplemental Indenture and such period, or any extension thereof, shall be continuing, then (i) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (x) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (y) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (z) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions Debentures of such capital stock or the security being converted or exchanged), and (ii) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paidseries.

Limitation on Dividends; Transactions with Affiliates. (a) If (i) there shall have occurred any event that would constitute an Event of Default or (ii) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee or Common Capital Securities Guarantee relating to the Trust, then (a) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (ii) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock for any other class or series of the Company's ’s capital stock, or (iii) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), and (b) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ’s ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid. (b) If the Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV of this Supplemental Indenture and such period, or any extension thereof, shall be continuing, then (i) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (x) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (y) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock for any other class or series of the Company's ’s capital stock, or (z) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), and (ii) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ’s ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid.

Limitation on Dividends; Transactions with Affiliates. (a) If (i) there shall have occurred any event that would constitute an Event of Default or (ii) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to the Trust, then (a) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (ii) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (iii) 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), and (b) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid. (b) If the Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV of this Supplemental Indenture and such period, or any extension thereof, shall be continuing, then (i) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (x) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (y) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (z) 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), and (ii) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid.

Limitation on Dividends; Transactions with Affiliates. When Securities of any series are issued to a Trust or a trustee of a Trust in connection with the issuance of Trust Securities, and (a) If (i) there shall have occurred any event that would constitute an Event of Default with respect to such series, or (iib) the Company shall be in default with respect to its payment of any obligations under the Trust Preferred Securities Guarantee or Trust Common Securities Guarantee relating to such Trust, or (c) the TrustCompany shall have given notice of its election to exercise its right to extend the interest payment provision pursuant to Section 11.02, then (ai) the Company shall not declare or pay any dividend on, make any distributions distribution with respect to, or redeem, purchase purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (iA) repurchasesdividends or distributions in shares of, redemptions or other options, warrants or rights to subscribe for or purchase shares of, common stock of the Company, (B) any declaration of a dividend in connection with a stockholders' rights plan of the Company, or the issuance of stock under such a plan, or the redemption or repurchase of any rights pursuant thereto, (C) purchases or acquisitions of shares of capital stock Common Stock in connection with the satisfaction by the Company of its obligations under any benefit plans for the Company's directors, officers, employees or producers or dividend reinvestment plans or any other contractual obligation of the Company in connection with any employment contract, benefit plan or (other similar arrangement than a contractual obligation ranking PARI PASSU with or for junior to the benefit of employees, officers, directors or consultantsSecurities), (iiD) as a result of an a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock for any other another class or series of the Company's capital stock, or (iiiE) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such Company capital stock or the security being converted or exchanged), and (b) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid. (b) If the Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV of this Supplemental Indenture and such period, or any extension thereof, shall be continuing, then (i) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (x) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (y) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (z) 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), and (ii) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which that rank pari passu PARI PASSU with or junior to the Notes. However, nothing herein will limit Securities; and (iii) the Company's ability Company shall not make any guarantee payments with respect to pay stock dividends where the dividend stock is foregoing (other than pursuant to the same stock as that on which the dividend is being paidrelated Trust Preferred Securities Guarantee).

Limitation on Dividends; Transactions with Affiliates. Covenants as to the Trust. (a) If at such time (ix) there shall have occurred any event that would constitute an Event of Default or Default, (iiy) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to the Trust, then (az) the Company shall have given notice of its election to begin a Deferral Period as provided herein and shall not have rescinded such notice, or such Deferral Period, or any extension thereof, shall be continuing the Company covenants that the Company shall not (i) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase purchase, acquire or make a liquidation payment with respect to, any of its the Company's capital stock (which includes common and preferred stock) other than stock dividends or distributions which consist of stock of the same class as that on which the dividend or distribution is being paid, (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company that rank pari passu with or junior in interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities (in each case, other than (iA) repurchasesdividends or distributions in Common Stock, redemptions (B) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or other 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 Guarantee, (D) purchases or acquisitions of shares of capital stock Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or any other contractual obligation of the Company in connection with any employment contract, benefit plan or (other similar arrangement than a contractual obligation ranking pari passu with or for junior in interest to the benefit of employees, officers, directors or consultantsSecurities), (iiE) as a result of an a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock for any other another class or series of the Company's capital stock, stock or (iiiF) 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), and (b) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid. (b) If the The Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV of this Supplemental Indenture also covenants and such period, or any extension thereof, shall be continuing, then agrees (i) that it shall directly or indirectly maintain 100% ownership of the Company shall not declare or pay Common Securities of the Trust; provided, however, that any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (x) repurchases, redemptions or other acquisitions of shares of capital stock permitted successor of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (y) as a result of an exchange or conversion of any class or series of hereunder may succeed to the Company's capital stock for any other class or series of the Company's capital stock, or (z) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions ownership of such capital stock or the security being converted or exchanged), Common Securities and (ii) that it shall use its reasonable efforts, consistent with the Company shall not make any payment terms and provisions of interestthe Declaration, principal to cause the Trust (x) to remain a statutory business trust, except in connection with the distribution of the Securities to the holders of Trust Securities in liquidation of the Trust, the redemption of all of the Trust 75 68 Securities of the Trust, or premiumcertain mergers, if anyconsolidations or amalgamations, on or repay, repurchase or redeem any debt securities issued each as permitted by the Company which rank pari passu with or junior Declaration, and (y) to the Notes. However, nothing herein will limit the Company's ability otherwise continue to pay stock dividends where the dividend stock is the same stock be classified as that on which the dividend is being paida grantor trust for United States federal income tax purposes.

Limitation on Dividends; Transactions with Affiliates. If Debentures of any series are issued to a Federal- Mogul Trust or a trustee of such trust in connection with the issuance of Trust Securities by such Federal-Mogul Trust and (a) If (i) there shall have occurred any event that would constitute an Event of Default or Default, (iib) the Company Guarantor shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee or the Common Securities Guarantee relating to the such Federal-Mogul Trust, then or (ac) the Company shall have given notice of its election to defer payments of interest on Debentures of such series by extending the interest payment period as provided herein and such period, or any extension thereof, shall be continuing, then the Company (y) shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (other than (i) repurchases, redemptions purchases or other acquisitions of shares of capital stock of the Company Common Stock in connection with satisfaction by the Company or any employment contract, of its subsidiaries of their respective obligations under any employee benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultantsplans, (ii) as a result of an a reclassification of capital stock of the Company or the exchange or conversion of any one class or series of the Company's capital stock for any other another class or series of capital stock of the Company's capital stock, Company or (iii) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock of the Company or the security being converted or exchanged)) or make any guarantee payments with respect to the foregoing, and (bz) the Company shall not make any payment of interest, principal or premium, if any, on on, or repay, repurchase or redeem redeem, any debt securities (including guarantees) issued by the Company which that rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid. (b) If the Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV of this Supplemental Indenture and such period, or any extension thereof, shall be continuing, then (i) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (x) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (y) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (z) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions Debentures of such capital stock or the security being converted or exchanged), and (ii) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paidseries.

Limitation on Dividends; Transactions with Affiliates. (a) If Securities are issued to CTBI Trust or a trustee of CTBI Trust in connection with the issuance of Trust Securities by CTBI Trust and (i) there shall have occurred any event that would constitute an Event of Default or Default, (ii) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to CTBI Trust or (iii) the TrustCompany shall have given notice of its election to defer payments of interest on such Securities by extending the interest payment period as provided in the Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (ii) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (iii) 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), and (b) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior in interest to the Notes. However, nothing herein will limit the Company's ability Debentures or make any guarantee payments with respect to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid. (b) If any guarantee by the Company shall have given notice of its election to defer payments the debt securities of interest on the Notes by extending the interest payment period as provided in Article IV of this Supplemental Indenture and such period, or any extension thereof, shall be continuing, then (i) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (x) repurchases, redemptions or other acquisitions of shares of capital stock subsidiary of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (y) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (z) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of if such capital stock or the security being converted or exchanged), and (ii) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank guarantee ranks pari passu with or junior in interest to the Notes. HoweverSubordinated Debentures (other than (a) dividends or distributions in common stock, nothing herein will limit (b) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Preferred Securities Guarantee, and (d) purchases of common stock related to rights under any of the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paidbenefit plans for its directors, officers or employees).

Limitation on Dividends; Transactions with Affiliates. If Debentures of any series are issued to a K N Trust or a trustee of such trust in connection with the issuance of Trust Securities by such K N Trust and (a) If (i) there shall have occurred any event that would constitute an Event of Default or Default, (iib) the Company Guarantor shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee or Common Securities a K N Guarantee relating to the such K N Trust, then (ac) the Company shall have given notice of its election to defer payments of interest on Debentures of such series by extending the interest payment period as provided in any Indenture supplemental hereto and such period, or any extension thereof, shall be continuing, then the Company (i) shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any 57 52 of its capital stock (other than (iA) repurchases, redemptions purchases or other acquisitions of shares of capital common stock of the Company in connection with the satisfaction by the Company or any employment contract, of its Subsidiaries of their respective obligations under any benefit plan or other similar arrangement with or plans for the benefit of employeesdirectors, officers, directors agents or consultantsemployees or the Company's dividend reinvestment or director, officer, agent or employee stock purchase plans, (iiB) as a result of an a reclassification of its capital stock or the exchange or conversion of any one class or series of the Company's its capital stock for any other another class or series of the Company's its capital stock, or (iiiC) the purchase of fractional interests in shares of the Company's its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchangedexchanged for capital stock of the Company, (D) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, capital stock of the Company or (E) 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 or any such rights pursuant thereto), and (bii) the Company shall not make any payment of interest, principal or premium, if any, on on, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid. (b) If the Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV of this Supplemental Indenture and such period, or any extension thereof, shall be continuing, then (i) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (x) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (y) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (z) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions Debentures of such capital stock or the security being converted or exchanged), series and (iiiii) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem guarantee payments with respect to any debt securities issued guarantee by the Company which rank of any securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in right of payment to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paidDebentures of such series.

Limitation on Dividends; Transactions with Affiliates. (a) If (i) there shall have occurred any event that would constitute an Event of Default or Default, (ii) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee or Common Capital Securities Guarantee relating to the Trust, then Trust or (aiii) the Company shall not have given notice of its election to defer payments of interest on the Debentures by extending the interest payment period as provided herein and such period, or any extension thereof, shall be continuing, then (A) neither the Company nor any of its subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) repurchasesdividends or distributions in common stock of the Company, redemptions or other acquisitions any declaration of shares a non-cash dividend in connection with the implementation of capital a shareholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (ii) purchases of common stock of the Company in connection with related to the rights under any employment contract, of the Company's benefit plan or other similar arrangement with or plans for the benefit of employeesits directors, officers, directors or consultantsemployees, (iiiii) as a result of an exchange or conversion a reclassification of any class or series of the Company's its capital stock for any other another class or series of the Company's its capital stock, or (iiiiv) the purchase payment of fractional interests in shares dividends or distributions to the Company or to any of the Company's capital stock pursuant to the conversion direct or exchange provisions of such capital stock or the security being converted or exchangedindirect subsidiaries), and ; (bB) the Company shall not make make, or allow any of its subsidiaries to make, (i) any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu PARI PASSU with or junior to the Notes. However, nothing herein will limit the Company's ability Debentures or (ii) any guarantee payments with respect to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid. (b) If any guarantee by the Company shall have given notice of its election to defer payments the debt securities of interest on any subsidiary of the Notes by extending the interest payment period as provided in Article IV of this Supplemental Indenture and such period, Company or any extension thereofguarantee by any of the subsidiaries of the debt securities of the Company if such guarantee ranks PARI PASSU with or junior in interest to the Debentures; provided, shall be continuinghowever, then that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Capital Securities Guarantee; and (iC) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, acquire less than all of the outstanding Debentures or any of its capital stock (other than (x) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (y) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (z) 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), and (ii) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paidCapital Securities.

Limitation on Dividends; Transactions with Affiliates. (a) If (i) there shall have occurred any event that would constitute an Event of Default or (ii) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to the Trust, then (a) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (ii) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock for any other class or series of the Company's ’s capital stock, or (iii) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), and (b) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ’s ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid. (b) If the Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV of this Supplemental Indenture and such period, or any extension thereof, shall be continuing, then (i) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (x) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (y) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock for any other class or series of the Company's ’s capital stock, or (z) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), and (ii) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ’s ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid.

Limitation on Dividends; Transactions with Affiliates. (a) If (i) there shall have occurred any event that would constitute an Event of Default or (ii) the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities Guarantee or Common Securities Guarantee relating to the Trust, then (a) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (ii) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (iii) 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), and (b) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid. (b) If the Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV of this Supplemental Indenture and such period, or any extension thereof, shall be continuing, then (i) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (x) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (y) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (z) 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), and (ii) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid.

Limitation on Dividends; Transactions with Affiliates. (a) If (i) there shall have occurred any event that would constitute an Event of Default or (ii) the Company shall be in default with in respect to of its payment of or any other obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to the TrustGuarantee, then (aA) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (ii) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (iii) 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), and (bB) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid.on, (b) If the Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV of this Supplemental Indenture and such periodan Extension Period, or any extension thereof, shall be continuing, then (iA) the Company shall not declare or pay any dividend onor, make any distributions with respect to, or redeem, purchase purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (x) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (y) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (z) 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), and (iiB) the Company shall not make any payment of interest, principal or premium, if any, on on, or repay, repurchase or redeem redeem, the Debentures or any debt securities issued by the Company which rank pari passu with or junior to the Notes. HoweverDebentures; provided, nothing herein will limit however, that foregoing restrictions shall -------- ------- not apply to (i) any interest or dividend payments by the Company's ability to pay stock dividends , where the dividend stock is the same stock as that on which the interest or dividend is being paidpaid by way of the issuance of securities that rank junior to the Debentures, (ii) any 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 the guarantee agreement entered into by the Company for the benefit of the holders of the PERCS).

Limitation on Dividends; Transactions with Affiliates. (a) If Securities are issued to a Consumer's Trust or a trustee of such trust in connection with the issuance of Trust Securities by such Consumers Trust and (i) there shall have occurred any event that would constitute an Event of Default or (ii) the Company shall be in default with respect to its payment of or any obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to the Trustsuch Trust Securities, then (ax) the Company shall not declare or pay any dividend onon , make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultantsstock, (ii) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (iii) 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), and (by) the Company shall not make any payment of interest, interest or principal or premium, if any, on on, or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to such Securities and (z) the Notes. However, nothing herein will limit Company shall not make guarantee payments with respect to the Company's ability foregoing (other than pursuant to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paidPreferred Securities Guarantee). (b) If Securities are issued to a Consumers Trust or a trustee of such trust in connection with the issuance of Trust Securities by such Consumers Trust and the Company shall have given notice of its election to defer payments of interest on the Notes such Securities by extending the interest payment period as provided in Article IV of this Supplemental Indenture any indenture supplemental hereto and such period, or any extension thereof, shall be continuing, then (i) the Company shall not declare or pay any dividend ondividend, or make any distributions with respect to, or redeem, purchase or make a liquidation payment with respect to, any of its capital stock (other than (x) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (y) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (z) 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), and (ii) the Company shall not make any payment of interest, or principal or premium, if any, on on, or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Notes. However, nothing herein will limit the Company's ability to pay stock dividends where the dividend stock is the same stock as that on which the dividend is being paid.which