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

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) there shall have occurred any event that would constitute an Event of Default, (b) the 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 Company 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 (y) 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) purchases or acquisitions of shares of Common Stock of the Company in connection with the satisfaction by the Company of its obligations under any employee benefit plans, (ii) as a result of a reclassification of capital stock of the Company or the exchange or conversion of one class or series of the Company's capital stock for another class or series of capital stock of the 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 forgoing), and (z) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repur- chase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU with or junior to Debentures of such series.

Limitation on Dividends; Transactions with Affiliates. If any Convertible 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 outstanding and (ai) 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, (bii) the 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 such Sun Trust Guarantee, or (ciii) the Company shall have given notice of its election to defer payments of interest on Convertible Debentures of such series by extending the interest payment period as provided in Article XI and such period, or any extension thereof, shall be continuing, then (y) 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 Capital Stock or (other than (ib) purchases or acquisitions of shares of Common Stock of the Company in connection with the satisfaction by the Company of its obligations under any employee benefit plans, (ii) as a result of a reclassification of capital stock of the Company or the exchange or conversion of one class or series of the Company's capital stock for another class or series of capital stock of the 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 forgoing), and (z) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repur- chase repurchase or redeem any debt securities (including guarantees) issued by the Company which that rank PARI PASSU pari passu with or junior in interest to the Convertible Debentures or 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 Convertible Debentures (other than (i) as a result of a reclassification of the Capital Stock of the Company or the exchange or conversion of one class or series of the Capital Stock of the Company for another class or series of the Capital Stock of the Company, (ii) the purchase of fractional interests in shares of the Capital Stock of the Company pursuant to the conversion or exchange provisions of such seriesCapital Stock or the security being converted into or exchanged for such Capital Stock, (iii) 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 related to the issuance of Common Stock of the Company or rights under any of the Company's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans).

Limitation on Dividends; Transactions with Affiliates. If Debentures Securities of any series Series are issued to a Sun Tosco Trust or a trustee of such trust in connection with the issuance of Trust Securities by such Sun Tosco Trust and (a) there shall have occurred any event that would constitute an Event of Default, (b) the 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 Tosco Trust, or (c) the Company shall have given notice of its election to defer payments of interest on Debentures Securities of such series Series by extending the interest payment period as provided herein and such period, or any extension thereof, shall be continuing, then (y) 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) purchases or acquisitions of shares of Common Stock of the Company in connection with the satisfaction by the Company of its obligations under any employee benefit plans, (ii) as a result of a reclassification of capital stock of the Company or the exchange or conversion of one class or series Series of the Company's Companys capital stock for another class or series Series of capital stock of the Company 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 forgoing)foregoing, and (z) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repur- chase . repurchase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU pari passu with or junior to Debentures Securities of such seriesSeries.

Limitation on Dividends; Transactions with Affiliates. If Debentures of any series are issued to a Sun K N Trust or a trustee of such trust in connection with the issuance of Trust Securities by such Sun K N Trust and (a) there shall have occurred any event that would constitute an Event of Default, (b) the Guarantor shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee or the Common Securities a K N Guarantee relating to such Sun Trust or K N Trust, (c) 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 (y) 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) purchases or acquisitions of shares of Common Stock common stock of the Company in connection with the satisfaction by the Company or any of its Subsidiaries of their respective obligations under any benefit plans for directors, officers, agents or employees or the Company's dividend reinvestment or director, officer, agent or employee benefit stock purchase plans, (iiB) as a result of a reclassification of its capital stock of the Company or the exchange or conversion of one class or series of the Company's its capital stock for another class or series of its capital stock of the Company orstock, (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 of the Company or the security being converted or exchangedexchanged for capital stock of the Company, (D) dividends or make distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, capital stock of the Company or (E) any guarantee payments declaration of a dividend in connection with respect to the forgoingimplementation 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 (zii) the Company shall not make any payment of interest, principal or premium, if any, on on, or repay, repur- chase repurchase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU pari passu with or junior to the Debentures of such series and (iii) shall not make any guarantee payments with respect to any guarantee by the Company of any securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in right of payment to the Debentures of such series.

Limitation on Dividends; Transactions with Affiliates. If Debentures of any series are issued to a Sun Trust "K N Trust" or a trustee of such trust in connection with the issuance of Trust Securities by such Sun Trust "K N Trust" and (a) there shall have occurred any event that would constitute an Event of Default, (b) the 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 such Sun Trust or "K N Trust", of (c) 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 (y) 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) purchases or acquisitions of shares of Common Stock of the Company in connection with the satisfaction by the Company or any of its subsidiaries of their respective obligations under any benefit plans for directors, officers, agents or employees of the company's dividend reinvestment or director, officer, agent or employee benefit stock purchase plans, (iiB) as a result of a reclassification of its capital stock of the Company or the exchange or conversion of one class or series of the Company's its capital stock for another class or series of its capital stock of the Company orstock, (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 security being converted or exchanged 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 security being converted implementation of a stockholders' rights plan, or exchangedthe issuance of stock under any such plan (including such existing plan) in the future or make the redemption or repurchase or any guarantee payments with respect to the forgoingsuch rights pursuant thereto), and (zii) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repur- chase repurchase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU pari passu with or junior to the Subordinated Debentures and (iii) shall not make any guarantee payments with respect to any guarantee by the Company of any securities of any Subsidiary of the Company if such seriesguarantee ranks pari passu with or junior in right of payment to the Subordinated Debentures.

Limitation on Dividends; Transactions with Affiliates. If Debentures of any series are issued to a Sun Federal- Mogul Trust or a trustee of such trust in connection with the issuance of Trust Securities by such Sun Federal-Mogul Trust and (a) there shall have occurred any event that would constitute an Event of Default, (b) the 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 Federal-Mogul Trust, or (c) 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) the Company 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) purchases or acquisitions of shares of Common Stock of the Company in connection with the satisfaction by the Company or any of its subsidiaries of their respective obligations under any employee benefit plans, (ii) as a result of a reclassification of capital stock of the Company or the exchange or conversion of one class or series of the Company's capital stock for another class or series of capital stock of the Company 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)foregoing, and (z) the Company shall not make any payment of interest, principal or premium, if any, on on, or repay, repur- chase repurchase or redeem redeem, any debt securities (including guarantees) issued by the Company which that rank PARI PASSU pari passu with or junior to the Debentures of such series.

Limitation on Dividends; Transactions with Affiliates. If Debentures of any series are issued to a Sun Lodgian Capital Trust or a trustee of such trust in connection with the issuance of Trust Securities by such Sun Lodgian Capital Trust and (a) there shall have occurred any event that would constitute an Event of Default, (b) the 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 Lodgian Capital Trust, or (c) 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 (y) the Company shall not, and shall not permit any Subsidiary to, (x) 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 or (other than (iy) purchases or acquisitions of shares of Common Stock of the Company in connection with the satisfaction by the Company of its obligations under any employee benefit plans, (ii) as a result of a reclassification of capital stock of the Company or the exchange or conversion of one class or series of the Company's capital stock for another class or series of capital stock of the 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 forgoing), and (z) the Company shall not make any payment of interestprincipal of, principal interest or premium, if any, on or repay, repur- chase repurchase or redeem any debt securities (including guarantees) issued of the Company that rank on a parity with or junior in interest to the Debentures of that series or make any guarantee payments with respect to any guarantee by the Company which rank PARI PASSU of the debt securities of any Subsidiary of the Company if such guarantee ranks on a parity with or junior in interest to the Debentures of that series (other than (a) dividends or distributions in common stock of the Company, (b) payments under the Guarantee relating to such seriesLodgian Capital Trust, (c) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, and (d) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans).

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, Default or (bii) the Guarantor Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee or the Common Capital Securities Guarantee relating to such Sun Trust or (c) 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 and such period, or any extension thereof, shall be continuingTrust, then (ya) 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) purchases repurchases, redemptions or other acquisitions of shares of Common Stock capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the satisfaction by the Company benefit of its obligations under any employee benefit plansemployees, officers, directors or consultants, (ii) as a result of a reclassification of capital stock of the Company or the an exchange or conversion of one any class or series of the Company's ’s capital stock for another any other class or series of the Company’s capital stock of the Company orstock, 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 of the Company or the security being converted or exchanged) or make any guarantee payments with respect to the forgoing), and (zb) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repur- chase repurchase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU pari passu with or junior to Debentures of such seriesthe 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 (ai) there shall have occurred any event that would constitute an Event of Default, (bii) the Guarantor Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee or the Common Capital Securities Guarantee relating to such Sun the Trust or (ciii) the Company shall have given notice of its election to defer payments of interest on the Debentures of such series by extending the interest payment period as provided herein and such period, or any extension thereof, shall be continuing, then (yA) neither the Company nor any of its subsidiaries 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) purchases dividends or acquisitions of shares of Common Stock distributions in common stock of the Company Company, or any declaration of a non-cash dividend in connection with the satisfaction by implementation of a shareholder rights plan, or the Company issuance of its obligations stock under any employee benefit planssuch plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (ii) purchases of common stock of the Company related to the rights under any of the Company's benefit plans for its directors, officers, or employees, (iii) as a result of a reclassification of capital stock of the Company or the exchange or conversion of one class or series of the Company's its capital stock for another class of its capital stock, or series (iv) the payment of capital stock of dividends or distributions to the Company or, (iii) the purchase of fractional interests in shares or to any of the Company's capital stock pursuant to the conversion direct 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 forgoingindirect subsidiaries), and ; (zB) 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, repur- chase repurchase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU with or junior to the Debentures or (ii) any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company or any guarantee by any of the subsidiaries of the debt securities of the Company if such seriesguarantee ranks PARI PASSU with or junior in interest to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Capital Securities Guarantee; and (C) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Capital Securities.

Limitation on Dividends; Transactions with Affiliates. If Debentures of any series Securities are issued to a Sun General Motors Capital Trust or a trustee of such trust in connection with the issuance of Trust Securities by such Sun General Motors Capital Trust and (ai) there shall have occurred any event that would constitute an Event of DefaultDefault with respect to such Securities, or (bii) the Guarantor Corporation shall be in default with respect to its payment of any obligations under the a Preferred Securities Guarantee or the Common Securities Guarantee relating to such Sun Trust or (c) 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 and such period, or any extension thereof, shall be continuingGeneral Motors Capital Trust, then (y) the Company Corporation shall not (a) 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 (i) purchases or acquisitions of shares of General Motors Common Stock of the Company in connection with the satisfaction by the Company Corporation of its obligations under any employee benefit plansplans or any other contractual obligation of the Corporation (other than a contractual obligation ranking pari passu with or junior to the Securities), (ii) as a result of a reclassification issuance of capital stock in connection with a recapitalization or reclassification of the Company Corporation's capital stock or the exchange or conversion of one class or series of the CompanyCorporation's capital stock for another class or series of the Corporation's capital stock of the Company or, in each case by merger or otherwise, or (iii) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such Company capital stock of the Company or the security being converted or exchanged) or make any guarantee payments with respect to the forgoing), and (zb) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repur- chase repurchase or redeem any debt securities (including guarantees) issued by the Company which Corporation that rank PARI PASSU pari passu with or junior to Debentures such Securities (including any other series of Securities issued to a General Motors Capital Trust) and (c) make any guarantee payments with respect to the foregoing (other than pursuant to a Preferred Securities Guarantee relating to such seriesGeneral Motors Capital Trust).

Limitation on Dividends; Transactions with Affiliates. If Debentures of any series are issued to a Sun CalEnergy Trust or a trustee of such trust in connection with the issuance of Trust Securities by such Sun CalEnergy Trust and (a) there shall have occurred any event that would constitute an Event of Default, (b) the 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 CalEnergy Trust or (c) 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 and such period, or any extension thereof, shall be continuing, then (y) 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) purchases or acquisitions of shares of Common Stock of the Company in connection with the satisfaction by the Company of its obligations under any employee benefit plans, (ii) as a result of a reclassification of capital stock of the Company or the exchange or conversion of one class or series of the Company's capital stock for another class or series of capital stock of the Company orCompany, (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 forgoingforegoing, other than pursuant to the Preferred Securities Guarantee and the Common Securities Guarantee), and (z) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repur- chase repurchase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU pari passu with or junior to Debentures of such series.

Limitation on Dividends; Transactions with Affiliates. If Debentures When Securities of any series are issued to a Sun Trust or a trustee of such trust a Trust in connection with the issuance of Trust Securities by such Sun Trust Securities, and (a) there shall have occurred any event that would constitute an Event of DefaultDefault with respect to such series, or (b) the Guarantor Company shall be in default with respect to its payment of any obligations under the Trust Preferred Securities Guarantee or the Trust Common Securities Guarantee relating to such Sun Trust Trust, or (c) the Company shall have given notice of its election to defer payments of interest on Debentures of such series by extending exercise its right to extend the interest payment period and such period, or any extension thereof, shall be continuingprovision pursuant to Section 11.02, then (yi) 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) dividends or distributions in shares of, or 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 Common Stock of the Company in connection with the satisfaction by the Company of its obligations under any employee benefit plansor dividend reinvestment plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Securities), (iiD) as a result of a reclassification of the Company's capital stock of the Company or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock of the Company orstock, 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 of the Company or the security being converted or exchanged) or make any guarantee payments with respect to the forgoing), and (zii) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repur- chase repurchase or redeem any debt securities (including guarantees) issued by the Company which that rank PARI PASSU with or junior to Debentures of such seriesthe Securities; and (iii) the Company shall not make any guarantee payments with respect to the foregoing (other than pursuant to the related Trust Preferred Securities Guarantee).

Limitation on Dividends; Transactions with Affiliates. (a) If any 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 outstanding and (ai) 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, (bii) the 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 such Sun Trust Guarantee, or (ciii) the Company shall have given notice of its election to defer payments of interest on any of the Debentures of such series by extending the interest payment period in accordance with the terms of this Amended and Restated Indenture and such period, or any extension thereof, shall be continuing, then (y) 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 Capital Stock or (other than (ib) purchases or acquisitions of shares of Common Stock of the Company in connection with the satisfaction by the Company of its obligations under any employee benefit plans, (ii) as a result of a reclassification of capital stock of the Company or the exchange or conversion of one class or series of the Company's capital stock for another class or series of capital stock of the 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 forgoing), and (z) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repur- chase repurchase or redeem any debt securities (including guarantees) issued by the Company which that rank PARI PASSU pari passu with or junior in interest to the Debentures of any series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such seriesguarantee ranks pari passu with or junior in interest to the Debentures of any series (other than (i) as a result of a reclassification of the Capital Stock of the Company or the exchange or conversion of one class or series of the Capital Stock of the Company for another class or series of the Capital Stock of the Company, (ii) the purchase of fractional interests in shares of the Capital Stock of the Company pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted into or exchanged for such Capital Stock, (iii) any declaration of a dividend in connection with the implementation of a stockholders' rights plan effecting a "poison pill," or the issuance of Capital 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 shares of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans). For avoidance of doubt, the provisions of this Section shall not impair the ability of the Company to subdivide its Common Stock into a greater number of shares.

Limitation on Dividends; Transactions with Affiliates. If any Convertible 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 outstanding and (ai) 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, (bii) the 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 such Sun Trust Guarantee, or (ciii) the Company shall have given notice of its election to defer payments of interest on Convertible Debentures of such series by extending the interest payment period as provided in Article XI and such period, or any extension thereof, shall be continuing, then (y) 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 Capital Stock or (other than (ib) purchases or acquisitions of shares of Common Stock of the Company in connection with the satisfaction by the Company of its obligations under any employee benefit plans, (ii) as a result of a reclassification of capital stock of the Company or the exchange or conversion of one class or series of the Company's capital stock for another class or series of capital stock of the 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 forgoing), and (z) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repur- chase repurchase or redeem any debt securities (including guarantees) issued by the Company which that rank PARI PASSU pari passu with or junior in interest to the Convertible Debentures or 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 Convertible Debentures (other than (i) as a result of a reclassification of the Capital Stock of the Company or the exchange or conversion of one class or series of the Capital Stock of the Company for another class or series of the Capital Stock of the Company, (ii) the purchase of fractional interests in shares of the Capital Stock of the Company pursuant to the conversion or exchange provisions of such seriesCapital Stock or the security being converted into or exchanged for such Capital Stock, (iii) dividends or distributions in Common Shares of the Company, (iv) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of Capital 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 Shares of the Company related to the issuance of Common Shares of the Company or rights under any of the Company's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans).

Limitation on Dividends; Transactions with Affiliates. If Debentures When Securities of any series are issued to a Sun Trust or a trustee of such trust a Trust in connection with the issuance of Trust Securities by such Sun Trust Securities, and (a) there shall have occurred any event that would constitute an Event of DefaultDefault with respect to such series, or (b) the Guarantor Company shall be in default with respect to its payment of any obligations under the Trust Preferred Securities Guarantee or the Trust Common Securities Guarantee relating to such Sun Trust Trust, or (c) the Company shall have given notice of its election to defer payments of interest on Debentures of such series by extending exercise its right to extend the interest payment period and such period, or any extension thereof, shall be continuingprovision pursuant to Section 11.02, then (yi) 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) dividends or distributions in shares of, or 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 Common Stock of the Company in connection with the satisfaction by the Company of its obligations under any employee benefit plansplans for the Company's directors, officers, employees or producers or dividend reinvestment plans or any other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to the Securities), (iiD) as a result of a reclassification of the Company's capital stock of the Company or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock of the Company orstock, 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 of the Company or the security being converted or exchanged) or make any guarantee payments with respect to the forgoing), and (zii) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repur- chase repurchase or redeem any debt securities (including guarantees) issued by the Company which that rank PARI PASSU with or junior to Debentures of such seriesthe Securities; and (iii) the Company shall not make any guarantee payments with respect to the foregoing (other than pursuant to the related Trust Preferred Securities Guarantee).

Limitation on Dividends; Transactions with Affiliates. If Debentures of any series Securities are issued to a Sun CTBI Trust or a trustee of such trust CTBI Trust in connection with the issuance of Trust Securities by such Sun CTBI Trust and (ai) there shall have occurred any event that would constitute an Event of Default, (bii) the Guarantor Company 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 CTBI Trust or (ciii) the Company shall have given notice of its election to defer payments of interest on Debentures of such series Securities by extending the interest payment period as provided in the Indenture and such period, or any extension thereof, shall be continuing, then (ya) 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) purchases or acquisitions of shares of Common Stock of the Company in connection with the satisfaction by the Company of its obligations under any employee benefit plans, (ii) as a result of a reclassification of capital stock of the Company or the exchange or conversion of one class or series of the Company's capital stock for another class or series of capital stock of the 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 forgoing)stock, and (zb) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repur- chase repurchase or redeem any debt securities (including guarantees) issued by the Company which rank PARI PASSU pari passu with or junior in interest to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such seriesguarantee ranks pari passu with or junior in interest to the Subordinated Debentures (other than (a) dividends or distributions in common stock, (b) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Preferred Securities Guarantee, and (d) purchases of common stock related to rights under any of the Company's benefit plans for its directors, officers or employees).