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), (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) payments under the Preferred Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (f) 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), if at such time(1) there shall have occurred any event that would constitute an Event of Default, (2) if such Securities are held by the Property Trustee and the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee 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, 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) payments under as a result of a reclassification of any class or series of the Preferred Securities GuaranteeCompany's capital stock solely into another class or series of the Company's capital stock, (d) the purchase of fractional shares resulting from a such reclassification of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock or pursuant to the conversion or exchange provisions of such capital stock or any security convertible or exchangeable into shares of the security being converted or exchanged Company's capital stock, and (fe) 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 DefaultDefault 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 and Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee 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 continuingGuarantee.

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), ) 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 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 Capital Securities Guarantee, (d) the purchase as a result of fractional shares resulting from a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged exchanged, and (f) 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), in each case as now existing or hereafter established or amended) if at such time(1time (i) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice or the lapse of time, or both, would constitute an Event of DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2ii) if such Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities Guarantee or (3iii) 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 (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, or interest 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) the purchase as a result of fractional shares resulting from a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged exchanged, and (f) 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), in each case as now existing or hereafter established or amended) if at such time(1time (i) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice or the lapse of time, or both, would constitute an Event of DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2ii) if such Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee or (3iii) 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 (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), (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 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 (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) payments under the Preferred Securities Guarantee, (d) the purchase as a result of fractional shares resulting from a reclassification of the CompanyCorporation's capital stock or the exchange or conversion of one class or series of the Corporation's capital stock for another class or series of the Corporation's capital stock, (ed) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (fe) 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), if at such time(1time (1) there shall have occurred any event of which the Corporation has actual knowledge that would constitute (a) is a Default or an Event of DefaultDefault and (b) in respect of which the Corporation shall not have taken reasonable steps to cure, (2) if such Securities are held by the Property Trustee and Trustee, the Company Corporation shall be in default with respect to its payment of any obligations under the Preferred Capital Securities Guarantee or (3) the Company Corporation shall have given notice of its election of the to exercise of its right to extend the interest payment period pursuant to Section 16.01 commence an Extended Interest Payment Period and shall not have rescinded such notice, and such Extended Interest Payment Period or any such extension thereof shall have commenced and 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 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, (ii) make any payment of principal, interest or premium, if any, or interest on or repay or repurchase or redeem or make any other payment in respect of any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment interest to the Securities Debentures or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment interest to the Securities Debentures. Restrictions referred to in clauses (other than i) through (aiii) 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) payments under the Preferred Securities Guarantee, (d) the purchase as a result of fractional shares resulting from a reclassification of the Company's capital stockCapital Stock or the exchange or conversion of one class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock, (eD) the purchase of fractional interests in shares of the Company's capital stock Capital Stock pursuant to the conversion or exchange provisions of such capital stock Capital Stock or the security being converted or exchanged and or (fE) purchases or acquisitions of shares of the Common Stock related in connection with the satisfaction by the Company of its obligations under any employee benefit plan or any other contractual obligation of the Company (other than a contractual obligation ranking expressly by its terms pari passu with or junior in interest 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 plansDebentures), if at such time(1) there shall have occurred any event that would constitute an Event of Default, (2) if such Securities are held by the Property Trustee and the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee 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 (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, or interest 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 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 Preferred Capital Securities Guarantee, ; (d) as a direct result of, and only to the purchase extent required in order to avoid the issuance of fractional shares resulting from of capital stock following a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, ; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged exchanged; and (f) 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), ) if at such time(1time (i) 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 an Event of DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2iii) if such the Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities Guarantee or (3iv) 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 (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, or interest 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 Preferred Capital Securities Guarantee, (d) the purchase as a result of fractional shares resulting from a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, ; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged exchanged; and (f) 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), ) if at such time(1time (i) 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 DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2ii) if such Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities Guarantee or (3iii) 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, (b) any declaration of a dividend in connection with the implementation of a shareholder'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 the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, (d) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (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, employees or 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 or (iii) make any guarantee payments with respect to any guarantee by the Company (other than payments under the Preferred Securities Guarantee) 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 (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) the purchase of fractional shares resulting from a reclassification of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (f) 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), if at such time(1time (1) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice or the lapse of time, or both, would constitute an Event of DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2) an Event of Default hereunder shall have occurred and be continuing, (3) if such Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee or (34) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 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 anyprincipal of or interest on, or interest on or repay 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 Securities 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 Securities 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 a Preferred Securities Guarantee, as defined in the Indenture, (d) the purchase as a result of fractional shares resulting from a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (f) 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), if at such time(1time (1) there shall have occurred any event of which the Company has actual knowledge that would constitute (a) is a Default or an Event of DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2) if such Securities Debentures are held by the Property Trustee of a Trust and the Company shall be in default with respect to its payment of any obligations under the a Preferred Securities Guarantee or (3) the Company shall have given notice of its election of the to exercise of its right to extend the interest payment period pursuant to Section 16.01 commence an Extended Period and shall not have rescinded such notice, and such Extended Period or any such extension thereof shall have commenced and be continuing.

Limitation on Dividends. The Company Corporation 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 CompanyCorporation's capital stock (which includes common and preferred stock), (ii) make any payment of principal, interest or premium, if any, or interest on or repay or repay, repurchase or redeem any debt securities of the Company Corporation (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities Junior Subordinated Debentures or (iii) make any guarantee payments with respect to any guarantee by the Company Corporation of the debt securities of any Subsidiary of the Company Corporation (including any Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Securities 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 Preferred Securities Guarantee, (d) the purchase as a result of fractional shares resulting from a reclassification of the CompanyCorporation's capital stock or the exchange or conversion of one class or series of the Corporation's capital stock for another class or series of the Corporation's capital stock, (e) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (f) purchases of Common Stock 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), if at such time(1time (1) there shall have occurred any event of which the Corporation has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute an be, a Debenture Event of DefaultDefault and (b) in respect of which the Corporation shall not have taken reasonable steps to cure, (2) if such Securities are held by the Property Trustee and the Company Corporation shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee or (3) the Company Corporation shall have given notice of its election of the to exercise of 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 Corporation will 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 (which includes common and preferred stock), (iib) make any payment of principal, premium, if anyprincipal of, or interest on on, or repay or repay, repurchase or redeem any debt securities of the Company (including Other Debentures) Corporation that rank pari passu with or junior in right of payment to the Securities 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 (iiic) make any guarantee payments with respect to any guarantee by the Company Corporation of the debt securities of any Subsidiary of the Company (including Other Guarantees) Corporation if such guarantee ranks pari passu with or junior in right of payment to the Securities 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) payments under the Preferred Securities Guarantee, (d) the purchase as a result of fractional shares resulting from a reclassification of the Company's Corporation’s capital stock or the exchange or conversion of one class or series of the Corporation’s capital stock for another class or series of the Corporation’s capital stock, (eiv) the purchase of fractional interests in shares of the Company's Corporation’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (fv) 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), if at such time(1) time there shall have occurred any event, act or condition that (a) is a Default or an Event of Default (or any event that which, after notice or the lapse of time or both would constitute become, a Default or an Event of Default, ) and (2b) if such Securities are held by in respect of which the Property Trustee and the Company Corporation shall be in default with respect not have taken reasonable steps to its payment obligations under the Preferred Securities Guarantee 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 continuingcure.

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 (which includes common and preferred stock), (ii) make any payment of principalprincipal of, or premium, if any, or interest on on, or repay or repay, repurchase or redeem any debt securities of the Company (including Other DebenturesDebt Securities) that rank pari passu with with, or junior in right of payment to to, the Securities Debentures or (iii) make any guarantee payments 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 to, the Securities 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) payments under the Preferred Securities Guarantee or Common Securities Guarantee, (d) the purchase of fractional interests in shares resulting from a reclassification of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and exchanged, (f) 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), if at such time(1time (1) there shall have occurred any event of which the Company has actual knowledge that with the giving of notice, or the lapse of time, or both, would constitute an Event of DefaultDefault (as defined in the Indenture) and in respect of which the Company shall not have taken reasonable steps to cure, (2) if such Securities Debentures are held by the Property Trustee and Institutional Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee or Common Securities Guarantee or (3) the Company shall have given notice of its election selection of the exercise of its right to extend the interest payment period pursuant to Section 16.01 an Extension Period and any shall not have rescinded such extension notice or such Extension Period and such Extension Period shall be continuing.

Limitation on Dividends. The Company If (1) there shall have occurred any event of which the Corporation has actual knowledge that (a) is a Default or an Event of Default and (b) in respect of which the Corporation shall not have taken reasonable steps to cure, (2) if the Securities are held by the Property Trustee, the Corporation shall be in default with respect to its payment of any obligations under the 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, the Corporation 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 CompanyCorporation's capital stock (which includes common and preferred stock), (ii) make any payment of principal, premium, if any, principal of 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 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 (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 Preferred Securities Guarantee, (d) the purchase as a result of fractional shares resulting from a reclassification of the CompanyCorporation's capital stock or the exchange or conversion of one class or series of the Corporation's capital stock for another class or series of the Corporation's capital stock, (ed) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (fe) 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), if at such time(1) there shall have occurred any event that would constitute an Event of Default, (2) if such Securities are held by the Property Trustee and the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee 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 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 and preferred stockother than dividends or distributions made to provide for the payment of Senior Indebtedness), (iiB) make any payment of principal, principal of or premium, if any, or interest on or repay or repay, repurchase or redeem any of its debt securities of the Company (including Other Debentures) that rank pari in all respects pani passu with or junior in right of payment 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 or (iiiC) make any guarantee payments payment under any guarantees that rank in all respects pani passu 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 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, (II) in connection with a dividend reinvestment or stockholder stock purchase plan or (IID in connection with the issuance of the Guarantor's capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of (i), (ii) or (iii) above, (b) any declaration of as 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 result of any such rights pursuant thereto, (c) payments under the Preferred Securities Guarantee, (d) the purchase exchange or conversion of fractional shares resulting from a reclassification any class or series of the CompanyGuarantor's capital stock (or any capital stock of one or more of its subsidiaries) for any class or series of the 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, (ec) the purchase of fractional interests in shares of the CompanyGuarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and exchanged, (d) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pani passu with or junior in interest to such stock or (f) 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), if at such time(1) there shall have occurred any event that would constitute an Event of Default, (2) if such Securities are held by the Property Trustee and the Company shall be in default with respect to its payment obligations payments under the Preferred Capital Securities Guarantee 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 continuingGuarantee).

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 (which includes common and preferred stock), (ii) make any payment of principalprincipal of, premium, if any, or interest on or repay or repay, repurchase or redeem any debt securities of the Company (including Other DebenturesDebt Securities) that rank pari passu with with, or junior in right of payment to to, the Securities Debentures or (iii) make any guarantee payments payment with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Company(including Other Guarantees) if such guarantee ranks pari passu with, or junior in right of payment to to, the Securities 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) payments under the Preferred Securities Guarantee or Common Securities Guarantee, (d) the purchase of fractional interests in shares resulting from a reclassification of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and exchanged, (f) 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), if at such time(1time (1) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice, or the lapse of time, or both, would constitute an Event of DefaultDefault hereunder and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2) if such Securities Debentures are held by the Property Trustee and Institutional Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee 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.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 its capital stock or rights to acquire such capital stock (other than (i) purchases or acquisitions of shares of the Company's or the Guarantor's capital stock (which includes common and preferred stock)or rights to acquire such capital stock in connection with the satisfaction by the Company or the Guarantor, respectively, of their obligations under any employee benefit plans, (ii) make any payment as a result 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) payments under the Preferred Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of 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 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, (eiii) the purchase of fractional interests in shares of the Company's or the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and exchanged, or (fiv) purchases of Common Stock related to dividends or distributions made on the issuance of Common Stock Company's or the Guarantor's capital stock or rights under to acquire such stock with the Company's or the Guarantor's capital stock or rights to acquire such capital stock) or make any guarantee payments with respect to 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), if at such time(1) there shall have occurred any event that would constitute an Event of Default, (2) if such Securities are held by the Property Trustee Guarantor and the Company shall be in default with respect to its not make any payment obligations under of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Preferred Securities Guarantee Guarantor or (3) the Company shall have given notice of its election of the exercise of its right which rank pari passu with or junior to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuingSecurities.

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 (which includes common and preferred stock), (ii) make any payment of principal, interest 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 with respect to any 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 (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) payments under the Preferred Trust Securities Guarantee, (d) a reclassification of the Corporation's capital stock or the exchange or conversion of one class or series of the Corporation's capital stock for another class or series of the Corporation's capital stock, (e) the purchase of fractional shares resulting from a reclassification of the CompanyCorporation's capital stock, (ef) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (fg) 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), if at such time(1time (1) there shall have an event has occurred any event that with the giving of notice or the lapse of time, or both, would constitute an Event of DefaultDefault and the Corporation has not taken reasonable steps to cure the event, (2) if such Securities are held by the Property Trustee and the Company Corporation shall be in default with respect to its payment obligations under the Preferred Trust Securities Guarantee or (3) the Company Corporation shall have given notice of its election of the exercise of its right to extend the interest 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 (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) payments under the Preferred Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (f) 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), ) 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 an Event of DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2) if such Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee 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 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 its capital stock (other than (i) purchases or acquisitions of shares of the Company's or the Guarantor's capital stock (which includes common and preferred stock)in connection with the satisfaction by the Company or the Guarantor, respectively, of their obligations under any employee benefit plans, (ii) make any payment as a result 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) payments under the Preferred Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of 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 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, (eiii) the purchase of fractional interests in shares of the Company's or the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and exchanged, (fiv) purchases of Common Stock related to the issuance of Common Stock dividends or rights under any of distributions made on the Company's benefit plans for its directors, officers or employees the Guarantor's capital stock or any of rights to acquire such stock with the Company's dividend reinvestment plansor the Guarantor's capital stock or rights to acquire such stock), if at such time(1or make any guarantee payments with respect to the foregoing and (b) there shall have occurred any event that would constitute an Event of Default, (2) if such Securities are held by the Property Trustee Guarantor and the Company shall be in default with respect to its not make any payment obligations under of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Preferred Securities Guarantee Guarantor or (3) the Company shall have given notice of its election of the exercise of its right which rank pari passu with or junior to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuingSecurities.

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), ) 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 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 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 Capital Securities Guarantee, (d) the purchase as a result of fractional shares resulting from a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, ; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged exchanged; and (f) 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), ) if at such time(1time (i) 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 DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2ii) if such Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities Guarantee or (3iii) 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 (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, or interest 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 Preferred Capital Securities Guarantee, ; (d) the purchase as a result of fractional shares resulting from a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, ; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged exchanged; and (f) 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), ) if at such time(1time (i) 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 DefaultDefault and (b) in respect of which the Company shall not have taken reason able steps to cure, (2ii) if such Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities Guarantee or (3iii) 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 (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, or interest on or repay or repurchase or redeem any debt securities of the Company 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 Company Corporation of the debt any securities of any Subsidiary of the Company 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 Preferred Capital Securities Guarantee, ; (d) as a direct result of, and only to the purchase extent required in order to avoid the issuance of fractional shares resulting from of capital stock following a reclassification of the CompanyCorporation's capital stock or the exchange or the conversion of one class or series of the Corporation's capital stock for another class or series of the Corporation's capital stock, ; (e) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged exchanged; and (f) 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), plan) if at such time(1time (i) an Event of Default shall have occurred and be continuing, (ii) there shall have occurred any event of which the Corporation has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute an Event of DefaultDefault and (b) in respect of which the Corporation shall not have taken reasonable steps to cure, (2iii) if such the Securities are held by the Property Trustee and Trustee, the Company Corporation shall be in default with respect to its payment obligations under the Preferred Capital Securities Guarantee or (3iv) the Company 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 (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, or interest 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 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 Preferred Capital Securities Guarantee, ; (d) as a direct result of, and only to the purchase extent required in order to avoid the issuance of fractional shares resulting from of capital stock following a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, ; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged exchanged; and (f) 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), ) if at such time(1time (i) 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 an Event of DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2iii) if such the Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities Guarantee or (3iv) 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 Company, (b) any declaration of a dividend in connection with the implementation of a shareholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, (d) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (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, employees or 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 or (iii) make any guarantee payments with respect to any guarantee by the Company (other than payments under the Preferred 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 (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) the purchase of fractional shares resulting from a reclassification of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (f) 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), if at such time(1time (1) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice or the lapse of time, or both, would constitute an Event of DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2) an Event of Default hereunder shall have occurred and be continuing, (3) if such Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee or (34) 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 (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, or interest 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 Preferred Capital Securities Guarantee, (d) the purchase as a result of fractional shares resulting from a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, ; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged exchanged; and (f) 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), ) if at such time(1time (i) 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 DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2ii) if such Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities Guarantee or (3iii) 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 (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 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) payments under the Preferred Securities Guarantee, (d) the purchase as a result of fractional shares resulting from a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, (ed) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged exchanged, and (fe) 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, 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 (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 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 an Event of DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2) if such Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities Guarantee 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 (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, or interest 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 Preferred Capital Securities Guarantee, Guarantee and (d) the purchase as a result of fractional shares resulting from a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, ; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged exchanged, and (f) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plans), ) if at such time(1time (i) 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 DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2ii) if such Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities Guarantee or (3iii) 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 16.01, or any extension thereof, and shall not have rescinded such notice, and such extension, or any such extension thereof, shall 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 (which includes common and preferred stock), (ii) make any payment of principal, interest or premium, if any, with respect to or interest on or repay 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 Preferred Capital Securities Guarantee, ; (d) the purchase as a result of fractional shares resulting from a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, ; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged exchanged; and (f) 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), ) if at such time(1time (i) 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 DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2ii) if such Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities Guarantee or (3iii) 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 (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, or interest 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 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 Preferred Capital Securities Guarantee, ; (d) as a direct result of, and only to the purchase extent required in order to avoid the issuance of fractional shares resulting from of capital stock, following a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, ; and (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (fexchanged) 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), if at such time(1time (i) 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 an Event of DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2iii) if such Securities are held by the Property Trustee and the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities Guarantee or (3iv) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period period, or any extension thereof, pursuant to Section 16.01 16.1 and shall not have rescinded such notice, and such exercise of its right to extend the interest payment period, or any such extension thereof, shall be continuinghave commenced.

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), ) 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 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 Capital Securities Guarantee, (d) the purchase as a result of fractional shares resulting from a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (f) 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), ) if at such time(1time (i) 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 DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2ii) if such Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities Guarantee or (3iii) 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 16.1 and any such extension shall 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 (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 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 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) the purchase of fractional shares resulting from a reclassification of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (f) 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), ) if at such time(1time (1) there shall have occurred any event that would constitute an Event of Default, (2) if such Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee 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 (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) payments under the Preferred Securities Guarantee, (d) the purchase as a result of fractional shares resulting from a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, (ed) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged exchanged, and (fe) 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, 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 (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 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 an Event of DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2) if such Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities Guarantee 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 (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, or interest 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 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 Preferred Capital Securities Guarantee, (d) the purchase as a result of fractional shares resulting from a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, ; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion conver- sion or exchange provisions of such capital stock or the security being converted or exchanged exchanged; and (f) 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), ) if at such time(1time (i) 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 DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2ii) if such Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities Guarantee or (3iii) 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 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 (which includes common and preferred stock), (ii) make any payment of principalprincipal of, premium, if any, or interest on or repay or repay, repurchase or redeem any debt securities of the Company (including Other DebenturesDebt Securities) that rank pari passu with with, or junior in right of payment to to, the Securities Debentures or (iii) make any guarantee payments 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 to, the Securities 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) payments under the Preferred Securities Guarantee or Common Securities Guarantee, (d) the purchase of fractional interests in shares resulting from a reclassification of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and exchanged, (f) 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), if at such time(1and (g) there shall have occurred any event that would constitute an Event of Default, (2) if such Securities are held by the Property Trustee and the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee 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.obligations

Limitation on Dividends. The Company will 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, or interest on or repay or repurchase or redeem 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 Preferred Capital Securities Guarantee, (d) the purchase as a result of fractional shares resulting from a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged exchanged, and (f) 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), ) if at such time(1time (i) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice or the lapse of time, or both, would constitute an Event of DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2ii) if such Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities Guarantee or (3iii) 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), (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 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) payments under the Preferred Securities Guarantee, (d) the purchase as a result of fractional shares resulting from a reclassification of the CompanyIssuer's capital stock or the conversion or exchange of one class or series of the Issuer's capital stock for another class or series of the Issuer's capital stock, (ed) the purchase of fractional interests in shares of the CompanyIssuer's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (fe) 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 Issuer (including 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 Issuer (other than payments under the Preferred Securities Guarantee) of the debt securities of any Subsidiary of the Issuer (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures if, in any such case at such time(1time (1) there shall have occurred any event of which the Issuer has actual knowledge that (a), with the giving of notice or the lapse of time, or both, would constitute an Event of DefaultDefault and (b) in respect of which the Issuer shall not have taken reasonable steps to cure, (2) an Event of Default hereunder shall have occurred and be continuing, (3) if such Securities Debentures are held by the Property Trustee and Trustee, the Company Issuer shall be in default with respect to its payment obligations under the Preferred Securities Guarantee or [(34) the Company Issuer shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 15.6 of the Indenture and any such extension shall 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 (which includes common and preferred stock), ) 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 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 Preferred Capital Securities Guarantee, ; (d) the purchase as a result of fractional shares resulting from a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, ; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged exchanged; and (f) 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), ) if at such time(1time (i) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice or the lapse of time, or both, would constitute an Event of DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2ii) if such Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities Guarantee or (3iii) 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 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 (which includes common and preferred stock), (ii) make any payment of principalprincipal of, premium, if any, or interest on or repay or repay, repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with with, or junior in right of payment to to, the Securities Debentures or (iii) make any guarantee payments payment with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Company(including Other Guarantees) if such guarantee ranks pari passu with, or junior in right of payment to to, the Securities 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) payments under the Preferred Securities Guarantee, and (d) the purchase of fractional shares resulting from a reclassification of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (f) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under any of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plans), if at such time(1time (1) there shall have occurred any event of which the Company has actual knowledge that with the giving of notice, or the lapse of time, or both, would constitute an Event of DefaultDefault hereunder, (2) if such Securities Debentures are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee or Common Securities Guaran tee or (3) the Company shall have given notice of its election selection of the exercise of its right to extend the interest payment period pursuant to Section 16.01 an Extension Period and any shall not have rescinded such extension 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 (which includes common and preferred stock), (ii) make any payment of principalprincipal of, premium, if any, or interest on or repay or repay, repurchase or redeem any debt securities of the Company (including Other DebenturesDebt Securities) that rank pari passu with with, or junior in right of payment to to, the Securities Debentures or (iii) make any guarantee payments 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 to, the Securities 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) payments under the Preferred Securities Guarantee or Common Securities Guarantee, (d) the purchase of fractional interests in shares resulting from a reclassification of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and exchanged, (f) 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), if at such time(1time (1) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice, or the lapse of time, or both, would constitute an Event of DefaultDefault hereunder and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2) if such Securities Debentures are held by the Property Trustee and Institutional Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee 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.in

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), ) 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 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 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) payments under the Preferred Capital Securities Guarantee, ; (d) the purchase of fractional shares resulting from a reclassification of the Company's capital stock, (e) the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (f) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged exchanged; and (fg) purchases any declaration or payment of Common a dividend on the Company's Series B Preferred Stock related to as required under the issuance Company's Restated Certificate of Common Stock or rights under any Incorporation, in connection with the operation of the Company's benefit plans for its directorsEmployee Stock Ownership Plan ("Plan"), officers or employees the conversion, repurchase or any redemption of such Series B Preferred Stock where required by the Company's dividend reinvestment plans)Plan as at the date hereof, if at such time(1time (1) there shall have occurred any and be continuing an event that would constitute of default under the Declaration, (2) there shall have occurred and be continuing an Event of Default, (23) there shall have occurred and be continuing a payment default under the Declaration or this Indenture, (4) if such Securities are held by the Property Trustee and Xerox Trust, the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities Guarantee or (35) 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 an Extension Period as provided in this Indenture and shall not have rescinded such notice, and such Extension Period, or any such extension thereof, shall be continuinghave commenced.

Limitation on Dividends. The Company will 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, or interest 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 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 Preferred Securities Guarantee, Guarantees; (d) the purchase of fractional shares resulting from a reclassification of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock Capital Stock resulting from a reclassification of such Capital Stock, (e) as a result of an exchange or conversion of any class or series of the Company's Capital Stock for another class or series of the Company's Capital Stock; (f) the purchase of fractional interests in shares 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 and exchanged; (fg) purchases any declaration or payment of Common a dividend on the Company's Series B Convertible Preferred Stock related to as required under the issuance Company's Restated Certificate of Common Stock or rights under any Incorporation, in connection with the operation of the Company's benefit plans for its directorsEmployee Stock Ownership Plan ("Plan") and (h) the conversion, officers repurchase or employees redemption of or any other acquisitions of shares of the Company's dividend reinvestment plansCapital Stock (including Series B Preferred Stock) in connection with any employee benefit plans or employee stock option plans or any other contractual obligation of the Company, other than a contractual obligation ranking pari passu with or junior to the Securities), if at such time(1time (1) there shall have occurred any and be continuing an event that would constitute an Event of Defaultdefault under the Declaration, (2) if there shall have occurred and be continuing an Event of Default under this Indenture or an Event of Default (as such Securities are held by term is defined under the Property Trustee Xerox Funding Indenture) under the Xerox Funding Indenture, (3) there shall have occurred and be continuing a payment default under the Declaration, this Indenture or the Xerox Funding Indenture, or (4) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee 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 continuingGuarantees.

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 shareholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, (d) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (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, employees or 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 or (iii) make any guarantee payments 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 (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) the purchase of fractional shares resulting from a reclassification of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (f) 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), if at such time(1time (1) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice or the lapse of time, or both, would constitute an Event of DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2) an Event of Default hereunder shall have occurred and be continuing, (3) if such Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities Guarantee or (34) 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 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 its capital stock (other than (i) purchases or acquisitions of shares of the Company's or the Guarantor's capital stock (which includes common and preferred stock)in connection with the satisfaction by the Company or the Guarantor, respectively, of their obligations under any employee benefit plans, (ii) make any payment as a result 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) payments under the Preferred Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of 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 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, (eiii) the purchase of fractional interests in shares of the Company's or the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and or (fiv) purchases of Common Stock related to the issuance of Common Stock dividends or rights under any of distributions made on the Company's benefit plans for its directors, officers or employees the Guarantor's capital stock or any of rights to acquire such stock with the Company's dividend reinvestment plans)or the Guarantor's capital stock or rights to acquire such stock) or make any guarantee payments with respect to the foregoing, if at such time(1and (b) there shall have occurred any event that would constitute an Event of Default, (2) if such Securities are held by the Property Trustee Guarantor and the Company shall be in default with respect to its not make any payment obligations under of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Preferred Securities Guarantee Guarantor or (3) the Company shall have given notice of its election of the exercise of its right which rank pari passu with or junior to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuingSecurities.

Limitation on Dividends. The Company Corporation will 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 (which includes common and preferred stock), (ii) make any payment of principal, of 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 with respect to any 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 (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) payments under the Preferred Capital Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of the CompanyCorporation's capital stock, (e) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (f) purchases of Common Stock 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), if at such time(1time (1) there shall have occurred any event of which the Corporation has actual knowledge that would constitute (a) is an Event of DefaultDefault and (b) in respect of which the Corporation shall not have taken reasonable steps to cure, (2) if such Securities are held by the Property Trustee and Trustee, the Company Corporation shall be in default with respect to its payment obligations under the Preferred Capital Securities Guarantee or (3) the Company 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 (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, or interest 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 20 29 guarantee by the Company of the debt 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 than, in the case of clauses (i), (ii) and (iii), (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 QUIPS Guarantee, ; (d) the purchase as a result of fractional shares resulting from a reclassification of the Company's capital stock solely into shares of one or more classes or series of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, ; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged exchanged; and (f) purchases of Common Stock in connection with the satisfaction by the Company of its obligations (including purchases related to the issuance of Common Stock or rights rights) under any of the Company's benefit plans for its and its Subsidiaries' directors, officers or employees or any of the Company's dividend reinvestment plans), if at such time(1time (i) there an Event of Default shall have occurred any event that would constitute an Event of Defaultand be continuing, (2ii) if such the Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities QUIPS Guarantee or (3iii) 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 (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, or interest 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 Preferred Capital Securities Guarantee, (d) the purchase as a result of fractional shares resulting from a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (f) 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), ) if at such time(1time (1) there shall have occurred any event of which the Company has actual knowledge that (A) constitutes, or with the giving of notice or the lapse of time, or both, would constitute constitute, an Event of DefaultDefault and (B) in respect of which the Company shall not have taken reasonable steps to cure, (2) if such Securities are held by the Property Trustee and the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities Guarantee or (3) the Company shall have given notice of its election of the to exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuinghave commenced.

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), (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 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 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) the purchase of fractional shares resulting from a reclassification of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (f) 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), if at such time(1) there shall have occurred any event that would constitute an Event of Default, (2) if such Securities are held by the Property Trustee and the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee 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 If at such time (a) there shall have occurred an event of which an Officer of the Company will 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, (ii) make any payment of principal, interest or premium, if any, or interest on or repay or repurchase or redeem or make any other payment in respect of any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment interest to the Securities Debentures or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment interest to the Securities Debentures. Restrictions referred to in clauses (other than i) through (aiii) 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) payments under the Preferred Securities any Guarantee, (dD) the purchase of fractional shares resulting from a reclassification of the Company's capital stock, (e) Capital Stock or the purchase exchange or conversion of fractional interests in shares one class or series of the Company's capital stock pursuant to the conversion Capital Stock for another class or exchange provisions of such capital stock or the security being converted or exchanged and (f) purchases of Common Stock related to the issuance of Common Stock or rights under any series of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plans), if at such time(1) there shall have occurred any event that would constitute an Event of Default, (2) if such Securities are held by the Property Trustee and the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee 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.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 (which includes common and preferred stock), (ii) make any payment of principalprincipal of, premium, if any, or interest on or repay or repay, repurchase or redeem any debt securities of the Company (including Other DebenturesDebt Securities) that rank pari passu with with, or junior in right of payment to to, the Securities Debentures or (iii) make any guarantee payments payment with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Company(including Other Guarantees) if such guarantee ranks pari passu with, or junior in right of payment to to, the Securities 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) payments under the Preferred Securities Guarantee or Common Securities Guarantee, (d) the purchase of fractional interests in shares resulting from a reclassification of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and exchanged, (f) 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), if at such time(1time (1) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice, or the lapse of time, or both, would constitute an Event of DefaultDefault hereunder and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2) if such Securities Debentures are held by the Property Trustee and Institutional Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee or Common Securities Guarantee or (3) the Company shall have given notice of its election selection of the exercise of its right to extend the interest payment period pursuant to Section 16.01 an Extension Period and any shall not have rescinded such extension 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 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 principalprincipal of, or premium, if any, or interest on on, or repay or repay, repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with with, or junior in right of payment to to, the Securities Debentures or (iii) make any guarantee payments 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 to, the Securities 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) payments under the Preferred Securities Guarantee, (d) the purchase of fractional interests in shares resulting from a reclassification of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and exchanged, (f) 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), if at such time(1time (1) there shall have occurred any event of which the Company has actual knowledge that with the giving of notice, or the lapse of time, or both, would constitute an Event of DefaultDefault (as defined in the Indenture) and in respect of which the Company shall not have taken reasonable steps to cure, (2) if such Securities Debentures are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee or (3) the Company shall have given notice of its election selection of the exercise of its right to extend the interest payment period pursuant to Section 16.01 an Extension Period and any shall not have rescinded such extension notice or such Extension Period and such Extension Period shall be continuing. The provisions of this Section 8.1 shall apply to the Debentures in lieu of the first paragraph of Section 10.7 of the Indenture.

Limitation on Dividends. The If at such time (a) there shall have occurred an event of which an Officer of the Company will 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, (ii) make any payment of principal, interest or premium, if any, or interest on or repay or repurchase or redeem or make any other payment in respect of any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in right of payment interest to the Securities Debentures or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment interest to the Securities Debentures. Restrictions referred to in clauses (other than i) through (aiii) 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) payments under the Preferred Securities any Guarantee, (dD) the purchase as a result of fractional shares resulting from a reclassification of the Company's capital stock, (e) Capital Stock or the purchase exchange or conversion of fractional interests in shares one class or series of the Company's capital stock pursuant to the conversion Capital Stock for another class or exchange provisions of such capital stock or the security being converted or exchanged and (f) purchases of Common Stock related to the issuance of Common Stock or rights under any series of the Company's benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plans), if at such time(1) there shall have occurred any event that would constitute an Event of Default, (2) if such Securities are held by the Property Trustee and the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee 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.Capital Stock,

Limitation on Dividends. The Company Corporation 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 CompanyCorporation's capital stock (which includes common and preferred stock), ) 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 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 Company Corporation of the debt any securities of any Subsidiary of the Company 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 Preferred Capital Securities Guarantee, ; (d) as a direct result of, and only to the purchase extent required in order to avoid the issuance of fractional shares resulting from of capital stock following a reclassification of the CompanyCorporation's capital stock or the exchange or the conversion of one class or series of the Corporation's capital stock for another class or series of the Corporation's capital stock, ; (e) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged exchanged; and (f) 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), ) if at such time(1time (i) an Event of Default shall have occurred and be continuing, (ii) there shall have occurred any event of which the Corporation has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute an Event of DefaultDefault and (b) in respect of which the Corporation shall not have taken reasonable steps to cure, (2iii) if such the Securities are held by the Property Trustee and Trustee, the Company Corporation shall be in default with respect to its payment obligations under the Preferred Capital Securities Guarantee or (3iv) the Company 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.period

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), (ii) make any payment of principal, interest or premium, if any, with respect to or interest on or repay 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 Preferred Capital Securities Guarantee, ; (d) the purchase as a result of fractional shares resulting from a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, ; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged exchanged; and (f) 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), ) if at such time(1time (i) 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 DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2ii) if such Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities Guarantee or (3iii) 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 (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, or interest 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 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 Preferred Capital Securities Guarantee, ; (d) as a direct result of, and only to the purchase extent required in order to avoid the issuance of fractional shares resulting from of capital stock following, a reclassification of the Company's capital stock, stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock or pursuant to an acquisition in which fractional shares of the Company's capital stock would otherwise be issued; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged exchanged; and (f) 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), if at such time(1time (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) with the giving of notice or the lapse of time, or both, would constitute an Event of DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (23) if such Securities are held by the Property Trustee and the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities Guarantee or (34) 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 (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, or interest 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 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 Preferred Capital Securities Guarantee, ; (d) as a direct result of, and only to the purchase extent required in order to avoid the issuance of fractional shares resulting from of capital stock, following a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, ; and (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (fexchanged) 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), if at such time(1time (i) 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 an Event of DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2iii) if such Securities are held by the Property Trustee and the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities Guarantee or (3iv) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period 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 such extension thereof, shall be continuinghave commenced.

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), ) 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 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 Capital Securities Guarantee, Guarantee and (d) the purchase as a result of fractional shares resulting from a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series 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 pro- visions of such capital stock or the security being converted or exchanged and exchanged;and (f) 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), ) if at such time(1time (i) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice or the lapse of time, or both, would constitute an Event of DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2ii) if such Securities are held by the Property Trustee and Trustee, the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities Guarantee or (3iii) 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 and preferred stockother than dividends or distributions made to provide for the payment of Senior Indebtedness), (iiB) make any payment of principal, principal of or premium, if any, or interest on or repay or repay, repurchase or redeem any of its debt securities of the Company (including Other Debentures) that rank in all respects pari passu with or junior in right of payment 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 or (iiiC) make any guarantee payments with respect to payment under any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks guarantees that rank in all respects pari passu with or junior in right of payment 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, (II) in connection with a dividend reinvestment or stockholder stock purchase plan or (III) in connection with the issuance of the Guarantor's capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of (i), (ii) or (iii) above, (b) any declaration of as 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 result of any such rights pursuant thereto, (c) payments under the Preferred Securities Guarantee, (d) the purchase exchange or conversion of fractional shares resulting from a reclassification any class or series of the CompanyGuarantor's capital stock (or any capital stock of one or more of its subsidiaries) for any class or series of the 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, (ec) the purchase of fractional interests in shares of the CompanyGuarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and exchanged, (d) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pan passe with or junior in interest to such stock or (f) 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), if at such time(1) there shall have occurred any event that would constitute an Event of Default, (2) if such Securities are held by the Property Trustee and the Company shall be in default with respect to its payment obligations payments under the Preferred Capital Securities Guarantee 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 continuingGuarantee).

Limitation on Dividends. The Company Corporation will 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 (which includes common and preferred stock), (iib) make any payment of principal, premium, if anyprincipal of, or interest on on, or repay or repay, repurchase or redeem any debt securities of the Company (including Other Debentures) Corporation that rank pari passu with or junior in right of payment to the Securities 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 (iiic) make any guarantee payments with respect to any guarantee by the Company Corporation of the debt securities of any Subsidiary of the Company (including Other Guarantees) Corporation if such guarantee ranks pari passu with or junior in right of payment to the Securities 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) payments under the Preferred Securities Guarantee, (d) the purchase as a result of fractional shares resulting from a reclassification of the Company's Corporation’s capital stock or the exchange or conversion of one class or series of the Corporation’s capital stock for another class or series of the Corporation’s capital stock, (eiv) the purchase of fractional interests in shares of the Company's Corporation’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (fv) 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), if at such time(1) time there shall have occurred any event, act or condition that (a) is an Event of Default (or any event that which, after notice or the lapse of time or both would constitute become, an Event of Default, ) and (2b) if such Securities are held by in respect of which the Property Trustee and the Company Corporation shall be in default with respect not have taken reasonable steps to its payment obligations under the Preferred Securities Guarantee 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 continuingcure.

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), ) 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 with or junior in right of payment to the Securities Debentures or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt 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 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 Preferred Capital Securities Guarantee, ; (d) as a direct result of, and only to the purchase extent required in order to avoid the issuance of fractional shares resulting from of capital stock, following a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, ; and (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (fexchanged) 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), if at such time(1time (i) 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 an Event of DefaultDefault and (b) in respect of which the Company shall not have taken reasonable steps to cure, (2iii) if such Securities are held by the Property Trustee and the Company shall be in default with respect to its payment obligations under the Preferred Capital Securities Guarantee or (3iv) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period period, or any extension thereof, pursuant to Section 16.01 16.1 and shall not have rescinded such notice, and such exercise of its right to extend the interest payment period, or any such extension thereof, shall be continuinghave commenced.

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 and preferred stockother than with respect to capital stock held by the Guarantor), (iiB) make any payment of principal, principal of or premium, if any, or interest on or repay or repay, repurchase or redeem any of its debt securities of the Company (including Other Debentures) that rank in all respects pari passu with or junior in right of payment 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 or (iiiC) make any guarantee payments with respect to payment under any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks guarantees that rank in all respects pari passu with or junior in right of payment 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, (II) in connection with a dividend reinvestment or stockholder stock purchase plan or (III) in connection with the issuance of the Guarantor’s capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of (i), (ii) or (iii) above, (b) any declaration of as 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 result of any such rights pursuant thereto, (c) payments under the Preferred Securities Guarantee, (d) the purchase exchange or conversion of fractional shares resulting from a reclassification any class or series of the Company's Guarantor’s capital stock (or any capital stock of one or more of its subsidiaries) for any class or series of the 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, (ec) the purchase of fractional interests in shares of the Company's Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and exchanged, (d) any declaration of a dividend in connection with any stockholder’s rights plan, or the issuance of rights, stock or other property under any stockholder’s rights plan, or the redemption or repurchase of rights pursuant thereto, (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior in interest to such stock or (f) 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), if at such time(1) there shall have occurred any event that would constitute an Event of Default, (2) if such Securities are held by the Property Trustee and the Company shall be in default with respect to its payment obligations payments under the Preferred Capital Securities Guarantee 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 continuingGuarantee).