Common use of Limitation on Dividends Clause in Contracts

Limitation on Dividends. The Company will not: (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) (other than (a) 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 the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of any class or series of the Company's capital stock solely into another class or series of the Company's capital stock, (d) the purchase of fractional shares resulting from such reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible or exchangeable into shares of the Company's capital stock, and (e) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee.

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment 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 (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) 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 the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee and (d) as a result of a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, ; (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged; and (ef) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1i) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities GuaranteeGuarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment 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 (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) 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 the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a result of a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stockexchanged, and (ef) purchases or issuances of Common Stock related to the issuance of Common Stock or rights under in connection with any of the Company's stock option, stock purchase, stock loan or other benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plans); (ii, in each case as now existing or hereafter established or amended) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1i) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities GuaranteeGuarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company will not: , and will not permit any subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the CompanyStock, (b) any declaration of a dividend in connection with the implementation of a stockholdershareholder's rights plan, or the issuance of stock under 18 any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, (d) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stockexchanged, and (e) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers officers, employees or employees consultants or any of the Company's dividend reinvestment plans); , (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu PARI PASSU with or junior in right of payment to the Securities; Securities or (iii) make any guarantee payments with respect to any guarantee by the Company (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu PARI PASSU or junior in right of payment to the Securities, Securities if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2) an Event of Default hereunder shall have occurred and be continuing, (3) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities GuaranteeGuarantee or (4) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to SECTION 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company Corporation will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock stock, (which includes common and preferred stockii) make any payment of principal of or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Corporation (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee (other than the Capital Securities Guarantee) by the Corporation of the debt securities of any Subsidiary of the Corporation (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the CompanyStock, (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of any the Corporation's capital stock or the exchange or conversion of one class or series of the CompanyCorporation's capital stock solely into for another class or series of the CompanyCorporation's capital stock, (d) the purchase of fractional interests in shares resulting from such reclassification or of the Corporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged and (e) purchases of Common Stock related to the issuance of Common Stock or rights under any of the CompanyCorporation's benefit or compensation plans for its directors, officers or employees or any of the CompanyCorporation's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company Corporation has actual knowledge that (a) is, is a Default or with the giving of notice or the lapse of time, or both, would constitute, an Event of Default and (b) in respect of which the Company Corporation shall not have taken reasonable steps to cure, or (2) if such Securities are held by the Property Trustee, the Company Corporation shall be in default with respect to its payment of any obligations under the Preferred Capital Securities GuaranteeGuarantee or (3) the Corporation shall have given notice of its election to exercise its right to commence an Extended Interest Payment Period and shall not have rescinded such notice, and such Extended Interest Payment Period or any extension thereof shall have commenced and be continuing.

Limitation on Dividends. The Company will not: (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock stock; (which includes common and preferred stockii) make any payment of principal of or interest on, or repay, repurchase or redeem any debt securities of the Company that rank pari passu with or junior in right of payment to the Debentures; or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the CompanyStock, (b) any declaration of a dividend in connection with the implementation of a stockholder's 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, (c) payments under a Preferred Securities Guarantee, as defined in the Indenture, (d) as a result of a reclassification of any the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged and (ef) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit or compensation plans for its directors, officers or employees or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (a) is, is a Default or with the giving of notice or the lapse of time, or both, would constitute, an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2) if such Securities Debentures are held by the Property Trustee, Trustee of a Trust and the Company shall be in default with respect to its payment of any obligations under the a Preferred Securities GuaranteeGuarantee or (3) the Company shall have given notice of its election to exercise its right to commence an Extended Period and shall not have rescinded such notice, and such Extended Period or any extension thereof shall have commenced and be continuing.

Limitation on Dividends. The Company Corporation will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock stock, (which includes common and preferred stockii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Corporation (including any Other Debentures) that rank pari passu with or junior in right of payment to the Junior Subordinated Debentures or (iii) make any guarantee payments with respect to any guarantee by the Corporation of the debt securities of any Subsidiary of the Corporation (including any Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Junior Subordinated Debentures (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the CompanyStock, (b) any declaration of a dividend in connection with the implementation of a stockholder's 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, (c) payments under the Guarantee, (d) as a result of a reclassification of any the Corporation's capital stock or the exchange or conversion of one class or series of the CompanyCorporation's capital stock solely into for another class or series of the CompanyCorporation's capital stock, (de) the purchase of fractional interests in shares resulting from such reclassification or of the Corporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged and (ef) purchases of Common Stock related to the issuance of Common Stock or rights under any of the CompanyCorporation's benefit plans for its directors, officers or employees or any of the CompanyCorporation's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company Corporation has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitutebe, an a Debenture Event of Default and (b) in respect of which the Company Corporation shall not have taken reasonable steps to cure, or (2) if such Securities are held by the Property Trustee, the Company Corporation shall be in default with respect to its payment of any obligations under the Preferred Securities GuaranteeGuarantee or (3) the Corporation shall have given notice of its election to exercise its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall have commenced and be continuing.

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment 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 (including any Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) 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 the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a result of a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, ; (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged; and (ef) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1i) there shall have occurred any event of which the Company has actual knowledge that (a) isis or, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities GuaranteeGuarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The If at such time (a) there shall have occurred an event of which an Officer of the Company will not: has actual knowledge that is, or after notice or passage of time, or both, would be, an Event of Default or (b) the Company shall have given notice of its election to begin a Deferral Period as provided in this Indenture and shall not have rescinded such notice, and such Deferral Period shall be continuing, the Company covenants that the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock Capital Stock (which includes common and preferred stock) (other than stock dividends which consist of stock of the same class as that on which the dividends are being paid, (aii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem or make any other payment in respect of any debt securities of the Company that rank pari passu with or junior in interest to the Debentures 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 Debentures. Restrictions referred to in clauses (i) through (iii) of this Section 4.2 shall not apply to: (A) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Company's Capital Stock, (bB) any declaration of a dividend in connection with the implementation of a stockholder's stockholders' rights plan, or the issuance of stock stock, other securities, cash or other assets, under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (cC) as a result of a reclassification of any the Company's Capital Stock or the exchange or conversion of one class or series of the Company's capital stock solely into Capital Stock for another class or series of the Company's capital stockCapital Stock, (dD) the purchase of fractional interests in shares resulting from such reclassification or of the Company's Capital Stock pursuant to the conversion or exchange provisions of such capital stock Capital Stock or any the security convertible being converted or exchangeable into exchanged or (E) purchases or acquisitions of shares of the Company's capital stock, and (e) purchases of Common Stock related to in connection with the issuance satisfaction by the Company of Common Stock or rights its obligations under any of the Company's employee benefit plans for its directors, officers or employees plan or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities other contractual obligation of the Company (including Other Debentures) that rank other than a contractual obligation ranking expressly by its terms pari passu with or junior in right of payment interest to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities GuaranteeDebentures).

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of any securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) 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 the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (c) payments under the Capital Securities Guarantee; (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, ; (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged; and (ef) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1i) an Event of Default shall have occurred and be continuing, (ii) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2iii) if such the Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities GuaranteeGuarantee or (iv) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment 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 (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) 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 the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Preferred Securities Guarantee, (d) as a result of a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stockexchanged, and (ef) purchases or issuances of Common Stock related to the issuance of Common Stock or rights under in connection with any of the Company's stock option, stock purchase, stock loan or other benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plans); (ii, in each case as now existing or hereafter established or amended) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1i) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Preferred Securities GuaranteeGuarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company Corporation will not: not (ia) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's Corporation’s capital stock stock, (which includes common and preferred stockb) make any payment of principal of, or interest on, or repay, repurchase or redeem any debt securities of the Corporation that rank pari passu with or junior in right of payment to the Notes other than such payments, repayments, repurchases or redemptions of debt securities of the Corporation that rank equal with the Notes that are made on a pro rata basis with payments, repayments or repurchases on the Notes or (c) make any guarantee payments with respect to any guarantee by the Corporation of the debt securities of any Subsidiary of the Corporation if such guarantee ranks pari passu with or junior in right of payment to the Notes (other than (ai) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the CompanyStock, (bii) any declaration of a dividend in connection with the implementation of a stockholder's 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, (ciii) as a result of a reclassification of any the Corporation’s capital stock or the exchange or conversion of one class or series of the Company's Corporation’s capital stock solely into for another class or series of the Company's Corporation’s capital stock, (div) the purchase of fractional interests in shares resulting from such reclassification or of the Corporation’s capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged and (ev) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's Corporation’s benefit or compensation plans for its directors, officers or employees or any of the Company's Corporation’s dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company has actual knowledge event, act or condition that (a) isis a Default or an Event of Default (or any event which, or with the giving of after notice or the lapse of timetime or both would become, a Default or both, would constitute, an Event of Default Default) and (b) in respect of which the Company Corporation shall not have taken reasonable steps to cure, or (2) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee.

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of any securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock capital stock of the Company, ; (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (c) payments under the Capital Securities Guarantee; (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following, a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, stock or pursuant to an acquisition in which fractional shares of the Company's capital stock would otherwise be issued; (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged; and (ef) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers officers, agents or employees of the Company or its Subsidiaries, or any of the Company's dividend reinvestment or director, officer, agent or employee stock purchase plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) an Event of Default shall have occurred and be continuing or, would occur upon the taking of any action described in clauses (i) through (iii) above, (2) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (23) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities GuaranteeGuarantee or (4) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 (or notice of a valid extension of an interest payment period in accordance with the terms of any Other Debentures) and any such extension shall not have been rescinded or such Extended Interest Payment Period, or any extension thereof, or extension period with respect to Other Debentures, shall be continuing.

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of any securities of any Subsidiary of the Company (including any Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) 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 the implementation of a stockholdershareholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (c) payments under the Capital Securities Guarantee; (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock, following a reclassification of any the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, ; and (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, and (eexchanged) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1i) an Event of Default shall have occurred and be continuing, (ii) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2iii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities GuaranteeGuarantee or (iv) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period, or any extension thereof, pursuant to Section 16.01 and shall not have rescinded such notice, and such exercise of its right to extend the interest payment period, or any extension thereof, shall have commenced.

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment 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 (including any Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) 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 the implementation of a stockholder's stockholder 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 Capital Securities Guarantee; (d) as a result of a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, ; (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged; and (ef) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1i) there shall have occurred any event of which the Company has actual knowledge that (a) is, is or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable reason able steps to cure, or (2ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities GuaranteeGuarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall have commenced and shall be continuing.

Limitation on Dividends. The Company will not: If Securities are issued to a Countrywide Trust or a trustee of such trust in connection with the issuance of Trust Securities by such Countrywide Trust and (i) there shall have occurred and be continuing any event that would constitute an Event of Default, (ii) the Guarantor shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to such Countrywide Trust, or (iii) the Company 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 Guarantor and the Company shall not declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, purchase or make a liquidation payment with respect to, any of the Company's its capital stock (which includes common and preferred stock) (other than (ai) dividends purchases or distributions in acquisitions of 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 's or the Guarantor's capital stock in connection with the implementation of a stockholder's rights plan, satisfaction by the Company or the issuance Guarantor, respectively, of stock their obligations under any such plan in the future, or the redemption or repurchase of any such rights pursuant theretoemployee benefit plans, (cii) as a result of a reclassification of any the Company's or the Guarantor's capital stock or the exchange or conversion of one class or series of the Company's or the Guarantor's capital stock solely into for another class or series of the Company's or the Guarantor's capital stock, or in any such case, any rights to acquire any such stock, (diii) the purchase of fractional interests in shares resulting from such reclassification of the Company's or the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of exchanged or (iv) dividends or distributions made on the Company's or the Guarantor's capital stock or rights to acquire such stock with the Company's or the Guarantor's capital stock or rights to acquire such stock) or make any guarantee payments with respect to the foregoing, and (eb) purchases of Common Stock related to the issuance of Common Stock or rights under any of Guarantor and the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plans); (ii) Company shall not make any payment of principalinterest, principal or premium, if any, or interest on or repay or repay, repurchase or redeem any debt securities of (including guarantees) issued by the Guarantor or the Company (including Other Debentures) that which rank pari passu with or junior in right of payment to the such Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee.

Limitation on Dividends. The Company will not: , and will not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock stock, (which includes common and preferred stockii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Company (including Other Debt Securities) that rank pari passu with, or junior in right of payment to, the Debentures or (iii) make any guarantee payment with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with, or junior in right of payment to, the Debentures (other than (a) dividends dividends, distributions, redemptions, purchases or distributions in shares of, acquisitions made by the Company by way of issuance of its capital stock (or options, warrants or other rights to subscribe for or purchase shares of, Common Stock of the Companytherefor), (b) any declaration of a dividend in connection with the implementation of a stockholdershareholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result payments under the Preferred Securities Guarantee or Common Securities Guarantee, (d) the purchase of fractional interests in shares resulting from a reclassification of any class or series of the Company's capital stock solely into another class or series of the Company's capital stock, (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stockexchanged, and (ef) purchases 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 (g) obligations under any dividend reinvestment plan or any stock purchase plan of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice notice, or the lapse of time, or both, would constitute, constitute an Event of Default (as defined in the Indenture) and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2) if such Securities Debentures are held by the Property Institutional Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities GuaranteeGuarantee or Common Securities Guarantee or (3) the Company shall have given notice of its selection of an Extension Period and shall not have rescinded such notice or such Extension Period and such Extension Period shall be continuing.

Limitation on Dividends. The Company Corporation will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Corporation (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Corporation of any securities of any Subsidiary of the Corporation (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Company, Corporation; (b) any declaration of a dividend in connection with the implementation of a stockholder's 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, ; (c) payments under the Capital Securities Guarantee; (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following a reclassification of any the Corporation's capital stock or the exchange or the conversion of one class or series of the CompanyCorporation's capital stock solely into for another class or series of the CompanyCorporation's capital stock, ; (de) the purchase of fractional interests in shares resulting from such reclassification or of the Corporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged; and (ef) purchases of Common Stock related to the issuance of Common Stock or rights under any of the CompanyCorporation's benefit plans for its directors, officers or employees or any of the CompanyCorporation's dividend reinvestment plans); (iiplan) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1i) an Event of Default shall have occurred and be continuing, (ii) there shall have occurred any event of which the Company Corporation has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company Corporation shall not have taken reasonable steps to cure, or (2iii) if such the Securities are held by the Property Trustee, the Company Corporation shall be in default with respect to its payment obligations under the Preferred Capital Securities GuaranteeGuarantee or (iv) the Corporation shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of any securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) 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 the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (c) payments under the Capital Securities Guarantee; (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, ; (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged; and (ef) purchases repurchases, redemptions or other acquisitions of Common Stock related to the issuance of Common Stock or rights under any of the Company's employment contracts, benefit plans or similar arrangement with or for the benefit of any of its directors, officers or employees or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1i) an Event of Default shall have occurred and be continuing, (ii) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2iii) if such the Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities GuaranteeGuarantee or (iv) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank PARI PASSU with or junior in right of payment 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 (including Other Guarantees) if such guarantee ranks PARI PASSU or junior in right of payment to the Securities (other than (a) 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 the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of any class or series of payments under the Company's capital stock solely into another class or series of the Company's capital stockPreferred Securities Guarantee, (d) the purchase of fractional shares resulting from such a reclassification or of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged and (ef) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1time(1) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cureDefault, or (2) if such Securities are held by the Property Trustee, Trustee and the Company shall be in default with respect to its payment obligations under the Preferred Securities GuaranteeGuarantee or (3) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company Corporation will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) (other than (a) 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 the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of any class or series of the Company's capital stock solely into another class or series of the CompanyCorporation's capital stock, (d) the purchase of fractional shares resulting from such reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible or exchangeable into shares of the Company's capital stock, and (e) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, principal of or premium, if any, or interest on or repay or repay, repurchase or redeem any debt securities of the Company Corporation (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; , or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee (other than the Capital Securities Guarantee) by the Company Corporation of the debt securities of any Subsidiary of the Company Corporation (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company Corporation has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitutebe, an Event of Default and (b) in respect of which the Company Corporation shall not have taken reasonable steps to cure, or (2) if such the Securities are held by the Property TrusteeTrust, the Company Corporation shall be in default with respect to its payment of any obligations under the Preferred Capital Securities Guarantee or (3) the Corporation shall have given notice of its election to exercise its right to commence an Extended Interest Payment Period and shall not have rescinded such notice, and such Extended Interest Payment Period or any extension thereof shall have commenced and be continuing. Notwithstanding the foregoing, the Corporation may make the following payments (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, the Corporation's capital stock (which includes Common Stock and preferred stock), (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of rights, stock or other property under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments made pursuant to a Capital Securities Guarantee, (d) as a result of a reclassification of the Corporation's capital stock or the exchange or conversion of one class or series of the Corporation's capital stock or indebtedness for another class or series of the Corporation's capital stock, (e) the purchase of fractional interests in shares of the Corporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (f) repurchases, redemptions or other acquisitions of shares of capital stock of the Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with any of the Corporation's dividend reinvestment or stockholder stock purchase plans or in connection with the issuance of capital stock of the Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extended Interest Payment Period.

Limitation on Dividends. The Company will not: , and will not permit any subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) (other than (a) 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 the implementation of a stockholdershareholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, (d) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stockexchanged, and (e) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers officers, employees or employees consultants or any of the Company's dividend reinvestment plans); , (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; Securities or (iii) make any guarantee payments with respect to any guarantee by the Company (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, Securities if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2) an Event of Default hereunder shall have occurred and be continuing, (3) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities GuaranteeGuarantee or (4) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), (ii) make any payment of principal, interest or premium, if any, with respect to or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment 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 (including any Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) 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 the implementation of a stockholder's 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, ; (c) payments under the Capital Securities Guarantee; (d) as a result of a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, ; (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged; and (ef) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1i) there shall have occurred any event of which the Company has actual knowledge that (a) is, is or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities GuaranteeGuarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall have commenced and shall be continuing.

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment 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 (includ- ing any Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) 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 the implementation of a stockholder's rights plan, or the issuance issu- ance of stock under any such plan in the future, or the redemption redemp- tion or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a result of a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, ; (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion conver- sion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged; and (ef) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1i) there shall have occurred any event of which the Company has actual knowledge that (a) isis or, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities GuaranteeGuarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company will not: If (i) there shall have occurred and be continuing an Event of Default, (ii) the Guarantor shall be in default with respect to any of its obligations under the Guarantee or the Capital Securities Guarantee or (iii) the Company shall have given notice of its election to defer payments of interest on the Debt Securities by extending the interest payment period as provided herein and such period, or any extension thereof, shall have commenced and be continuing, then neither the Company nor the Guarantor may (A) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's its capital stock (which includes common other than dividends or distributions made to provide for the payment of Senior Indebtedness), (B) make any payment of principal of or premium, if any, or interest on or repay, repurchase or redeem any of its debt securities that rank in all respects pani passu with or junior in interest to the Debt Securities, in the case of the Company, or the Guarantee and preferred stockthe Capital Securities Guarantee, in the case of the Guarantor or (C) make any payment under any guarantees that rank in all respects pani passu with or junior in interest to the Debt Securities, in the case of the Company, or the Guarantee and the Capital Securities Guarantee, in the case of the Guarantor (other than (a) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the CompanyGuarantor's capital stock (I) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, (bII) any declaration of in connection with a dividend reinvestment or stockholder stock purchase plan or (IID in connection with the implementation of a stockholder's rights plan, or the issuance of the Guarantor's capital stock under any (or securities convertible into or exercisable for such plan capital stock) as consideration in an acquisition transaction entered into prior to the future, or the redemption or repurchase occurrence of any such rights pursuant thereto(i), (cii) or (iii) above, (b) as a result of a reclassification any exchange or conversion of any class or series of the CompanyGuarantor's capital stock solely into another (or any capital stock of one or more of its subsidiaries) for any class or series of the CompanyGuarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (dc) the purchase of fractional interests in shares resulting from such reclassification or of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any security convertible declaration of a dividend in connection with any stockholder's rights plan, or exchangeable into shares the issuance of rights, stock or other property under any stockholder's rights plan, or the Company's capital stockredemption or repurchase of rights pursuant thereto, and (e) purchases any dividend in the form of Common Stock related to stock, warrants, options or other rights where the issuance dividend stock or the stock issuable upon exercise of Common Stock such warrants, options or other rights under any of is the Company's benefit plans for its directors, officers same stock as that on which the dividend is being paid or employees or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari ranks pani passu with or junior in right of payment interest to the Securities; such stock or (iiif) make any guarantee payments (other than payments under the Preferred Capital Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee).

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock or (which includes common and preferred stockii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment 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 (including any Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) 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 the implementation of a stockholdershareholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a result of a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, ; (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged; and (ef) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1i) there shall have occurred any event of which the Company has actual knowledge that (a) isis or, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities GuaranteeGuarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment 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 (including under any Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, the Common Stock of the CompanyStock, (b) any declaration of a dividend in connection with the implementation of a stockholdershareholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a result of a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged and (ef) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (aA) isconstitutes, or with the giving of notice or the lapse of time, or both, would constitute, an Event of Default and (bB) in respect of which the Company shall not have taken reasonable steps to cure, or (2) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities GuaranteeGuarantee or (3) the Company shall have given notice of its election to exercise its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall have commenced.

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank PARI PASSU with or junior in right of payment 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 (including Other Guarantees) if such guarantee ranks PARI PASSU or junior in right of payment to the Securities (other than (a) 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 the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of any class or series of payments under the Company's capital stock solely into another class or series of the Company's capital stockPreferred Securities Guarantee, (d) the purchase of fractional shares resulting from such a reclassification or of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged and (ef) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cureDefault, or (2) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities GuaranteeGuarantee or (3) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the CompanyStock, (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, (d) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stockexchanged, and (e) purchases 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 or any of the Company's dividend reinvestment plans); ) or (ii) make any payment of principal, interest or premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu PARI PASSU with or junior in right of payment to the Securities; Securities or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company (other than payments under the Capital Securities Guarantee) of the debt securities of any Subsidiary of the Company (including any Other Guarantees) if such guarantee ranks pari passu PARI PASSU or junior in right of payment to the Securities, Securities if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (a) isis or, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities GuaranteeGuarantee or (3) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock), (ii) make any payment of principal, interest or premium, if any, with respect to or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment 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 (including any Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) 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 the implementation of a stockholder's 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, ; (c) payments under the Capital Securities Guarantee; (d) as a result of a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, ; (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged; and (ef) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1i) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities GuaranteeGuarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall have commenced and shall be continuing.

Limitation on Dividends. The Company Corporation will not: not (i) declare or pay any dividends or distributions on, or redeemprepay, purchase, acquire, or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock stock, (which includes common and preferred stockii) make any payment of principal, of premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Corporation (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Corporation of the debt securities of any Subsidiary of the Corporation (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the CompanyStock, (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption prepayment or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of any class or series of payments under the Company's capital stock solely into another class or series of the Company's capital stockCapital Securities Guarantee, (d) the purchase of fractional shares resulting from such a reclassification or of the Corporation's capital stock, (e) the purchase of fractional interests in shares of the Corporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged and (ef) purchases of Common Stock related to the issuance of Common Stock or rights under any of the CompanyCorporation's benefit plans for its directors, officers or employees or any of the CompanyCorporation's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company Corporation has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, is an Event of Default and (b) in respect of which the Company Corporation shall not have taken reasonable steps to cure, or (2) if such Securities are held by the Property Trustee, the Company Corporation shall be in default with respect to its payment obligations under the Preferred Capital Securities GuaranteeGuarantee or (3) the Corporation shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company will not: If (i) there shall have occurred and be continuing an Event of Default, (ii) the Guarantor shall be in default with respect to any of its obligations under the Guarantee or the Capital Securities Guarantee or (iii) the Company shall have given notice of its election to defer payments of interest on the Debt Securities by extending the interest payment period as provided herein and such period, or any extension thereof, shall have commenced and be continuing, then neither the Company nor the Guarantor may (A) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's its capital stock (which includes common other than dividends or distributions made to provide for the payment of Senior Indebtedness), (B) make any payment of principal of or premium, if any, or interest on or repay, repurchase or redeem any of its debt securities that rank in all respects pari passu with or junior in interest to the Debt Securities, in the case of the Company, or the Guarantee and preferred stockthe Capital Securities Guarantee, in the case of the Guarantor or (C) make any payment under any guarantees that rank in all respects pari passu with or junior in interest to the Debt Securities, in the case of the Company, or the Guarantee and the Capital Securities Guarantee, in the case of the Guarantor (other than (a) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the CompanyGuarantor's capital stock (I) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, (bII) any declaration of in connection with a dividend reinvestment or stockholder stock purchase plan or (III) in connection with the implementation of a stockholder's rights plan, or the issuance of the Guarantor's capital stock under any (or securities convertible into or exercisable for such plan capital stock) as consideration in an acquisition transaction entered into prior to the future, or the redemption or repurchase occurrence of any such rights pursuant thereto(i), (cii) or (iii) above, (b) as a result of a reclassification any exchange or conversion of any class or series of the CompanyGuarantor's capital stock solely into another (or any capital stock of one or more of its subsidiaries) for any class or series of the CompanyGuarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (dc) the purchase of fractional interests in shares resulting from such reclassification or of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any security convertible declaration of a dividend in connection with any stockholder's rights plan, or exchangeable into shares the issuance of rights, stock or other property under any stockholder's rights plan, or the Company's capital stockredemption or repurchase of rights pursuant thereto, and (e) purchases any dividend in the form of Common Stock related to stock, warrants, options or other rights where the issuance dividend stock or the stock issuable upon exercise of Common Stock such warrants, options or other rights under any of is the Company's benefit plans for its directors, officers same stock as that on which the dividend is being paid or employees or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu ranks pan passe with or junior in right of payment interest to the Securities; such stock or (iiif) make any guarantee payments (other than payments under the Preferred Capital Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee).

Limitation on Dividends. The Company Corporation will not: not (ia) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's Corporation’s capital stock stock, (which includes common and preferred stockb) make any payment of principal of, or interest on, or repay, repurchase or redeem any debt securities of the Corporation that rank pari passu with or junior in right of payment to the Notes other than such payments, repayments, repurchases or redemptions of debt securities of the Corporation that rank equal with the Notes that are made on a pro rata basis with payments, repayments or repurchases on the Notes or (c) make any guarantee payments with respect to any guarantee by the Corporation of the debt securities of any Subsidiary of the Corporation if such guarantee ranks pari passu with or junior in right of payment to the Notes (other than (ai) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the CompanyStock, (bii) any declaration of a dividend in connection with the implementation of a stockholder's 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, (ciii) as a result of a reclassification of any the Corporation’s capital stock or the exchange or conversion of one class or series of the Company's Corporation’s capital stock solely into for another class or series of the Company's Corporation’s capital stock, (div) the purchase of fractional interests in shares resulting from such reclassification or of the Corporation’s capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged and (ev) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's Corporation’s benefit or compensation plans for its directors, officers or employees or any of the Company's Corporation’s dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company has actual knowledge event, act or condition that (a) isis an Event of Default (or any event which, or with the giving of after notice or the lapse of time, time or both, both would constitutebecome, an Event of Default Default) and (b) in respect of which the Company Corporation shall not have taken reasonable steps to cure, or (2) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee.

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Company of any securities of any Subsidiary of the Company (including any Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures (other than (a) 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 the implementation of a stockholdershareholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (c) payments under the Capital Securities Guarantee; (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock, following a reclassification of any the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, ; and (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, and (eexchanged) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1i) an Event of Default shall have occurred and be continuing, (ii) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2iii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities GuaranteeGuarantee or (iv) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period, or any extension thereof, pursuant to Section 16.1 and shall not have rescinded such notice, and such exercise of its right to extend the interest payment period, or any extension thereof, shall have commenced.

Limitation on Dividends. The Company will not: , and will not permit any subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) (other than (a) 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 the implementation of a stockholdershareholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, (d) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stockexchanged, and (e) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers officers, employees or employees consultants or any of the Company's dividend reinvestment plans); , (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; Securities or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company (other than payments under the Capital Securities Guarantee) of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, Securities if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2) an Event of Default hereunder shall have occurred and be continuing, (3) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities GuaranteeGuarantee or (4) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company will not: If (i) there shall have occurred and be continuing an Event of Default, (ii) the Guarantor shall be in default with respect to any of its obligations under the Guarantee or the Capital Securities Guarantee or (iii) the Company shall have given notice of its election to defer payments of interest on the Debt Securities by extending the interest payment period as provided herein and such period, or any extension thereof, shall have commenced and be continuing, then neither the Company nor the Guarantor may (A) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's its capital stock (which includes common other than with respect to capital stock held by the Guarantor), (B) make any payment of principal of or premium, if any, or interest on or repay, repurchase or redeem any of its debt securities that rank in all respects pari passu with or junior in interest to the Debt Securities, in the case of the Company, or the Guarantee and preferred stockthe Capital Securities Guarantee, in the case of the Guarantor or (C) make any payment under any guarantees that rank in all respects pari passu with or junior in interest to the Debt Securities, in the case of the Company, or the Guarantee and the Capital Securities Guarantee, in the case of the Guarantor (other than (a) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the CompanyGuarantor’s capital stock (I) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, (bII) any declaration of in connection with a dividend reinvestment or stockholder stock purchase plan or (III) in connection with the implementation of a stockholder's rights plan, or the issuance of the Guarantor’s capital stock under any (or securities convertible into or exercisable for such plan capital stock) as consideration in an acquisition transaction entered into prior to the future, or the redemption or repurchase occurrence of any such rights pursuant thereto(i), (cii) or (iii) above, (b) as a result of a reclassification any exchange or conversion of any class or series of the Company's Guarantor’s capital stock solely into another (or any capital stock of one or more of its subsidiaries) for any class or series of the Company's Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (dc) the purchase of fractional interests in shares resulting from such reclassification or of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any security convertible declaration of a dividend in connection with any stockholder’s rights plan, or exchangeable into shares the issuance of rights, stock or other property under any stockholder’s rights plan, or the Company's capital stockredemption or repurchase of rights pursuant thereto, and (e) purchases any dividend in the form of Common Stock related to stock, warrants, options or other rights where the issuance dividend stock or the stock issuable upon exercise of Common Stock such warrants, options or other rights under any of is the Company's benefit plans for its directors, officers same stock as that on which the dividend is being paid or employees or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank ranks pari passu with or junior in right of payment interest to the Securities; such stock or (iiif) make any guarantee payments (other than payments under the Preferred Capital Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee).

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment 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 (including under Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock common stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee and (d) as a result of a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, ; (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stockexchanged, and (ef) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1i) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities GuaranteeGuarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01, or any extension thereof, and shall not have rescinded such notice, and such extension, or any extension thereof, shall be continuing.

Limitation on Dividends. The Company will not: , and will not permit any subsidiary to, (i) declare or pay any dividends or distributions on, or redeemprepay, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock stock, (which includes common and preferred stockii) make any payment of principal of, premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Company (including Other Debt Securities) that rank pari passu with, or junior in right of payment to, the Debentures or (iii) make any guarantee payment with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company(including Other Guarantees) if such guarantee ranks pari passu with, or junior in right of payment to, the Debentures (other than (a) dividends dividends, distributions, redemptions, purchases or distributions in shares of, acquisitions made by the Company by way of issuance of its capital stock (or options, warrants or other rights to subscribe for or purchase shares of, Common Stock of the Companytherefor), (b) any declaration of a dividend in connection with the implementation of a stockholdershareholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result payments under the Preferred Securities Guarantee or Common Securities Guarantee, (d) the purchase of fractional interests in shares resulting from a reclassification of any class or series of the Company's capital stock solely into another class or series of the Company's capital stock, (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stockexchanged, and (ef) purchases 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 (g) obligations under any dividend reinvestment plan or any stock purchase plan of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice notice, or the lapse of time, or both, would constitute, constitute an Event of Default hereunder and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2) if such Securities Debentures are held by the Property Institutional Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities GuaranteeGuarantee or Common Securities Guarantee or (3) the Company shall have given notice of its selection of an Extension Period and shall not have rescinded such notice or such Extension Period and such Extension Period shall be continuing.

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank PARI PASSU with or junior in right of payment 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 (including any Other Guarantees) if such guarantee ranks PARI PASSU or junior in right of payment to the Securities (other than (a) 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 the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a result of a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, ; (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged; and (ef) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1i) there shall have occurred any event of which the Company has actual knowledge that (a) isis or, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities GuaranteeGuarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of any securities of any Subsidiary of the Company (including any Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) 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 the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (c) as a result payments under the Capital Securities Guarantee; (d) the purchase of fractional shares resulting from a reclassification of any the Company's capital stock, (e) the exchange or conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, ; (df) the purchase of fractional interests in shares resulting from such reclassification or 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 (g) any security convertible declaration or exchangeable into shares payment of a dividend on the Company's Series B Preferred Stock as required under the Company's Restated Certificate of Incorporation, in connection with the operation of the Company's capital stock, and Employee Stock Ownership Plan (e) purchases 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 or any of the Company's dividend reinvestment plans"Plan"); (ii) make any payment of principal, premium, if any, or interest on or repay or the conversion, repurchase or redeem any debt securities redemption of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the such Series B Preferred Securities Guarantee) with respect to any guarantee Stock where required by the Company of Plan as at the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securitiesdate hereof, if at such time (1) there shall have occurred any and be continuing an event of which default under the Company has actual knowledge that Declaration, (a2) is, or with the giving of notice or the lapse of time, or both, would constitute, there shall have occurred and be continuing an Event of Default Default, (3) there shall have occurred and be continuing a payment default under the Declaration or this Indenture, (b) in respect of which the Company shall not have taken reasonable steps to cure, or (24) if such Securities are held by the Property TrusteeXerox Trust, the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities GuaranteeGuarantee or (5) the Company shall have given notice of its election of an Extension Period as provided in this Indenture and shall not have rescinded such notice, and such Extension Period, or any extension thereof, shall have commenced.

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends dividend on, or distributions onmake any distribution relating to, or redeem, purchase, acquire, or make a liquidation payment with respect relating to, any of the Company's capital stock Capital Stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of any securities of any Subsidiary of the Company (including any Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Company, Stock; (b) any declaration of a dividend in connection with the implementation of a stockholder's stockholder 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 or deliveries of any consideration under the Guarantees; (d) the purchase of fractional interests in shares of the Company's Capital Stock resulting from a reclassification of such Capital Stock, (ce) as a result of a reclassification an exchange or conversion of any class or series of the Company's capital stock solely into Capital Stock for another class or series of the Company's capital stock, Capital Stock; (df) the purchase of fractional interests in shares resulting from such reclassification or of the Company's Capital Stock pursuant to the conversion or exchange provisions of such capital stock Capital Stock or the security being converted or exchanged; (g) any security convertible declaration or exchangeable into payment of a dividend on the Company's Series B Convertible Preferred Stock as required under the Company's Restated Certificate of Incorporation, in connection with the operation of the Company's Employee Stock Ownership Plan ("Plan") and (h) the conversion, repurchase or redemption of or other acquisitions of shares of the Company's capital stock, and Capital Stock (eincluding Series B Preferred Stock) purchases of Common Stock related to the issuance of Common Stock in connection with any employee benefit plans or rights under employee stock option plans or any other contractual obligation of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank other than a contractual obligation ranking pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities), if at such time (1) there shall have occurred any and be continuing an event of which default under the Company has actual knowledge that Declaration, (a2) is, or with the giving of notice or the lapse of time, or both, would constitute, there shall have occurred and be continuing an Event of Default under this Indenture or an Event of Default (as such term is defined under the Xerox Funding Indenture) under the Xerox Funding Indenture, (3) there shall have occurred and (b) in respect of which be continuing a payment default under the Company shall not have taken reasonable steps to cureDeclaration, this Indenture or the Xerox Funding Indenture, or (24) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Preferred Securities GuaranteeGuarantees.

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment 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 (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) 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 the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a result of a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged and (ef) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1i) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities GuaranteeGuarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.1 and any such extension shall be continuing.

Limitation on Dividends. The Company will not: , and will not permit any subsidiary to, (i) declare or pay any dividends or distributions on, or redeemprepay, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock stock, (which includes common and preferred stockii) make any payment of principal of, premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Company (including Other Debt Securities) that rank pari passu with, or junior in right of payment to, the Debentures or (iii) make any guarantee payment with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with, or junior in right of payment to, the Debentures (other than (a) dividends dividends, distributions, redemptions, purchases or distributions in shares of, acquisitions made by the Company by way of issuance of its capital stock (or options, warrants or other rights to subscribe for or purchase shares of, Common Stock of the Companytherefor), (b) any declaration of a dividend in connection with the implementation of a stockholdershareholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result payments under the Preferred Securities Guarantee or Common Securities Guarantee, (d) the purchase of fractional interests in shares resulting from a reclassification of any class or series of the Company's capital stock solely into another class or series of the Company's capital stock, (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stockexchanged, and (ef) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, an Event of Default and (bg) in respect of which the Company shall not have taken reasonable steps to cure, or (2) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee.obligations

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeemprepay, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or prepay any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment 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 (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) 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 the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption prepayment or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a result of a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stockexchanged, and (ef) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1i) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities GuaranteeGuarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company Issuer will not: , and will not permit any subsidiary of the Issuer to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the CompanyIssuer's capital stock (which includes common and preferred stock) (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the CompanyIssuer, (b) any declaration of a dividend in connection with the implementation of a stockholdershareholder's rights plan, or the any issuance of stock under any such plan in the future, or the and any redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of any the Issuer's capital stock or the conversion or exchange of one class or series of the CompanyIssuer's capital stock solely into for another class or series of the CompanyIssuer's capital stock, (d) the purchase of fractional interests in shares resulting from such reclassification or of the Issuer's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged and (e) purchases of Common Stock related to the issuance of Common Stock or rights under any of the CompanyIssuer's benefit plans for its directors, officers officers, employees or employees consultants or any of the CompanyIssuer's dividend reinvestment plans); , (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company Issuer (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; Debentures or (iii) make any guarantee payments with respect to any guarantee by the Issuer (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company Issuer (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the SecuritiesDebentures if, if in any such case at such time (1) there shall have occurred any event of which the Company Issuer has actual knowledge that (a) is), or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company Issuer shall not have taken reasonable steps to cure, or (2) an Event of Default hereunder shall have occurred and be continuing, (3) if such Securities Debentures are held by the Property Trustee, the Company Issuer shall be in default with respect to its payment obligations under the Preferred Securities GuaranteeGuarantee or [(4) the Issuer shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 15.6 of the Indenture and any such extension shall be continuing].

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment 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 (including any Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) 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 the implementation of a stockholder's stockholder 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 Capital Securities Guarantee; (d) as a result of a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, ; (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged; and (ef) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1i) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities GuaranteeGuarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company Corporation will not: , and will not permit any of its Subsidiaries to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock stock, (which includes common and preferred stockii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Corporation (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Corporation of the debt securities of any Subsidiary of the Corporation (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, of Common Stock of the CompanyStock, (b) any declaration of a dividend in connection with the implementation of of, a stockholdershareholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of payments under the Trust Securities Guarantee, (d) a reclassification of any the Corporation's capital stock or the exchange or conversion of one class or series of the CompanyCorporation's capital stock solely into for another class or series of the CompanyCorporation's capital stock, (de) the purchase of fractional shares resulting from such a reclassification or of the Corporation's capital stock, (f) the purchase of fractional interests in shares of the Corporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged and (eg) purchases of Common Stock related to the issuance of Common Stock or rights under any of the CompanyCorporation's benefit plans for its directors, officers or employees or any of the CompanyCorporation's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have an event has occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall Corporation has not have taken reasonable steps to curecure the event, or (2) if such Securities are held by the Property Trustee, the Company Corporation shall be in default with respect to its payment obligations under the Preferred Trust Securities GuaranteeGuarantee or (3) the Corporation shall have given notice of its election of the exercise of its right to extend the Interest payment period pursuant to Section 16.01 and has not rescinded the notice, or any such extension shall be continuing.

Limitation on Dividends. The Company will not: , and will not permit any subsidiary to, (i) declare or pay any dividends or distributions on, or redeemprepay, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock stock, (which includes common and preferred stockii) make any payment of principal of, premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with, or junior in right of payment to, the Debentures or (iii) make any guarantee payment with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company(including Other Guarantees) if such guarantee ranks pari passu with, or junior in right of payment to, the Debentures (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock by the Company by way of the Companyissuance of its common stock, (b) payments under the Guarantee made by the Company in respect of the Trust Securities of such Trust, (c) any declaration of a dividend in connection with the implementation of a stockholder's 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) as a result of a reclassification of any class or series of the Company's capital stock solely into another class or series of the Company's capital stock, and (d) the purchase of fractional shares resulting from such reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible or exchangeable into shares of the Company's capital stock, and (e) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice notice, or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to curehereunder, or (2) if such Securities Debentures are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities GuaranteeGuarantee or Common Securities Guaran tee or (3) the Company shall have given notice of its selection of an Extension Period and shall not have rescinded such notice or such Extension Period and such Extension Period shall be continuing.

Limitation on Dividends. The Company will not: , and will not permit any subsidiary to, (i) declare or pay any dividends or distributions on, or redeemprepay, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock stock, (which includes common and preferred stockii) make any payment of principal of, premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Company (including Other Debt Securities) that rank pari passu with, or junior in right of payment to, the Debentures or (iii) make any guarantee payment with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with, or junior in right of payment to, the Debentures (other than (a) dividends dividends, distributions, redemptions, purchases or distributions in shares of, acquisitions made by the Company by way of issuance of its capital stock (or options, warrants or other rights to subscribe for or purchase shares of, Common Stock of the Companytherefor), (b) any declaration of a dividend in connection with the implementation of a stockholdershareholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result payments under the Preferred Securities Guarantee or Common Securities Guarantee, (d) the purchase of fractional interests in shares resulting from a reclassification of any class or series of the Company's capital stock solely into another class or series of the Company's capital stock, (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stockexchanged, and (ef) purchases 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 (g) obligations under any dividend reinvestment plan or any stock purchase plan of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice notice, or the lapse of time, or both, would constitute, constitute an Event of Default hereunder and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2) if such Securities Debentures are held by the Property Institutional Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee.in

Limitation on Dividends. The Company Corporation will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Corporation (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Corporation of any securities of any Subsidiary of the Corporation (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Company, Corporation; (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (c) payments under the Capital Securities Guarantee; (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following a reclassification of any the Corporation's capital stock or the exchange or the conversion of one class or series of the CompanyCorporation's capital stock solely into for another class or series of the CompanyCorporation's capital stock, ; (de) the purchase of fractional interests in shares resulting from such reclassification or of the Corporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, exchanged; and (ef) purchases of Common Stock related to the issuance of Common Stock or rights under any of the CompanyCorporation's benefit plans for its directors, officers or employees or any of the CompanyCorporation's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1i) an Event of Default shall have occurred and be continuing, (ii) there shall have occurred any event of which the Company Corporation has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company Corporation shall not have taken reasonable steps to cure, or (2iii) if such the Securities are held by the Property Trustee, the Company Corporation shall be in default with respect to its payment obligations under the Preferred Capital Securities Guarantee.Guarantee or (iv) the Corporation shall have given notice of its election of the exercise of its right to extend the interest payment period

Limitation on Dividends. The Company will not: not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment 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 (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) 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 the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee and (d) as a result of a reclassification of any the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock solely into for another class or series of the Company's capital stock, ; (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions pro- visions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stock, and exchanged;and (ef) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1i) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities GuaranteeGuarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The If at such time (a) there shall have occurred an event of which an Officer of the Company will not: has actual knowledge that is, or after notice or passage of time, or both, would be, an Event of Default, (b) the Company shall be in default with respect to its payment on other obligations under the related Guarantee or (c) the Company shall have given notice of its election to begin a Deferral Period as provided in this Indenture and shall not have rescinded such notice, and such Deferral Period shall be continuing, the Company covenants that the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's capital stock Capital Stock (which includes common and preferred stock) (other than stock dividends which consist of stock of the same class as that on which the dividends are being paid, (aii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem or make any other payment in respect of any debt securities of the Company that rank pari passu with or junior in interest to the Debentures 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 Debentures. Restrictions referred to in clauses (i) through (iii) of this Section 4.2 shall not apply to: (A) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Company's Capital Stock, (bB) any declaration of a dividend in connection with the implementation of a stockholder's 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, (cC) as a result of payments under any Guarantee, (D) a reclassification of any the Company's Capital Stock or the exchange or conversion of one class or series of the Company's capital stock solely into Capital Stock for another class or series of the Company's capital stock, (d) the purchase of fractional shares resulting from such reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible or exchangeable into shares of the Company's capital stock, and (e) purchases 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 or any of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee.Capital Stock,

Limitation on Dividends. The Company will not: , and will not permit any subsidiary to, (i) declare or pay any dividends or distributions on, or redeemprepay, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock stock, (which includes common and preferred stockii) make any payment of principal of, premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Company (including Other Debt Securities) that rank pari passu with, or junior in right of payment to, the Debentures or (iii) make any guarantee payment with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company(including Other Guarantees) if such guarantee ranks pari passu with, or junior in right of payment to, the Debentures (other than (a) dividends dividends, distributions, redemptions, purchases or distributions in shares of, acquisitions made by the Company by way of issuance of its capital stock (or options, warrants or other rights to subscribe for or purchase shares of, Common Stock of the Companytherefor), (b) any declaration of a dividend in connection with the implementation of a stockholdershareholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result payments under the Preferred Securities Guarantee or Common Securities Guarantee, (d) the purchase of fractional interests in shares resulting from a reclassification of any class or series of the Company's capital stock solely into another class or series of the Company's capital stock, (de) the purchase of fractional interests in shares resulting from such reclassification or of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of the Company's capital stockexchanged, and (ef) purchases 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 (g) obligations under any dividend reinvestment plan or any stock purchase plan of the Company's dividend reinvestment plans); (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment to the Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice notice, or the lapse of time, or both, would constitute, constitute an Event of Default hereunder and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2) if such Securities Debentures are held by the Property Institutional Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee.the

Limitation on Dividends. The Company will not: If Securities are issued to a Countrywide Trust or a trustee of such trust in connection with the issuance of Trust Securities by such Countrywide Trust and (i) there shall have occurred and be continuing any event that would constitute an Event of Default, (ii) the Guarantor shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or Common Securities Guarantee relating to such Countrywide Trust, or (iii) the Company 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 Guarantor and the Company shall not declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, purchase or make a liquidation payment with respect to, any of the Company's its capital stock (which includes common and preferred stock) or rights to acquire such capital stock (other than (ai) dividends purchases or distributions in acquisitions of shares of, of the Company's or options, warrants the Guarantor's capital stock or rights to subscribe for or purchase shares of, Common Stock of the Company, (b) any declaration of a dividend acquire such capital stock in connection with the implementation of a stockholder's rights plan, satisfaction by the Company or the issuance Guarantor, respectively, of stock their obligations under any such plan in the future, or the redemption or repurchase of any such rights pursuant theretoemployee benefit plans, (cii) as a result of a reclassification of any the Company's or the Guarantor's capital stock or rights to acquire such capital stock or the exchange or conversion of one class or series of the Company's or the Guarantor's capital stock solely into or rights to acquire such capital stock for another class or series of the Company's or the Guarantor's capital stock or rights to acquire such capital stock, (diii) the purchase of fractional interests in shares resulting from such reclassification of the Company's or the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or any the security convertible being converted or exchangeable into shares of exchanged, or (iv) dividends or distributions made on the Company's or the Guarantor's capital stock or rights to acquire such stock with the Company's or the Guarantor's capital stock or rights to acquire such capital stock, and (e) purchases of Common Stock related or make any guarantee payments with respect to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of foregoing and (b) the Company's dividend reinvestment plans); (ii) Guarantor and the Company shall not make any payment of principalinterest, principal or premium, if any, or interest on or repay or repay, repurchase or redeem any debt securities of (including guarantees) issued by the Guarantor or the Company (including Other Debentures) that which rank pari passu with or junior in right of payment to the such Securities; or (iii) make any guarantee payments (other than payments under the Preferred Securities Guarantee) with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities, if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (2) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee.