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) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a result of a reclassification of 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 or issuances of Common Stock 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company will not (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 Capital Preferred Securities Guarantee, (d) as a result the purchase 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 in connection with related to the issuance of Common Stock or rights under 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 (itime(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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cureDefault, (ii2) if such Securities are held by the Property Trustee, Trustee and the Company shall be in default with respect to its payment of any obligations under the Capital Preferred Securities Guarantee or (iii3) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company will not not: (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one any class or series of the Company's capital stock for solely into another class or series of the Company's capital stock, (ed) the purchase of fractional interests in shares of the Company's capital stock resulting from such reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible or exchangeable into shares of the security being converted or exchangedCompany's capital stock, and (fe) purchases or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under any of the Company's stock option, stock purchase, stock loan or other benefit plans for its directors, officers or employees or any of the Company's dividend reinvestment plans); (ii) 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 each case as now existing right of payment to the Securities; or hereafter established (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 amended) junior in right of payment to the Securities, if at such time (i1) there shall have occurred any event of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute constitute, an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (ii2) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Preferred Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be 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, 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 Capital Securities Guarantee, ; (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following a reclassification of 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 or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (iiiii) if such the Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iiiiv) 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 (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) or , (ii) make any payment of principal, interest principal of 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 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 Capital Securities Guarantee, (d) as a result of a reclassification of the CompanyCorporation's capital stock or the exchange or the conversion of one class or series of the CompanyCorporation's capital stock for another class or series of the CompanyCorporation'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, exchanged and (fe) purchases or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under any of the CompanyCorporation's stock option, stock purchase, stock loan benefit or other benefit compensation plans for its directors, officers or employees or any of the CompanyCorporation's dividend reinvestment plans, in each case as now existing or hereafter established or amended) if at such time (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing).

Limitation on Dividends. The Company will not, and will not permit any subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the CompanyStock, (b) any declaration of a dividend in connection with the implementation of a stockholdershareholder's rights plan, or the issuance of stock under 18 any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) 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, (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, and (fe) purchases or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under any of the Company's stock option, stock purchase, stock loan or other benefit plans for its directors, officers officers, employees or employees consultants or any of the Company's dividend reinvestment plans), (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank PARI PASSU with or junior in each case as now existing right of payment to the Securities or hereafter established (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 amended) junior in right of payment to the Securities if at such time (i1) 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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii2) an Event of Default hereunder shall have occurred and be continuing, (3) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Preferred Securities Guarantee or (iii4) 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 If there shall have occurred and be continuing a Default or an Event of Default, then the Company will may 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 ’s capital stock (which includes common and preferred stock) or (iiB) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu in all respects with or junior in right of payment interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debt Securities (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 capital stock of the CompanyCompany (i) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, (bii) any declaration of in connection with a dividend reinvestment or stockholder stock purchase plan or (iii) in connection with the implementation issuance of a stockholder's rights plancapital stock of the Company (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 the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto(iii) above, (c) payments under the Capital Securities Guarantee, (db) as a result of a reclassification of the Company's capital stock or the any exchange or the conversion of one any class or series of the Company's ’s capital stock (or any capital stock of a subsidiary of the Company) for another any class or series of the Company's ’s capital stock or of any class or series of the Company’s indebtedness for any class or series of the Company’s capital stock, (ec) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (fd) purchases or issuances any declaration of Common Stock a dividend in connection with any stockholder’s rights plan, or the issuance of the Company's stock optionrights, stock purchase, stock loan or other benefit plans for its directorsproperty under any stockholder’s rights plan, officers or employees the redemption or repurchase of rights pursuant thereto or (e) any dividend in the form of stock, warrants, options or other rights where the Company's dividend reinvestment plansstock or the stock issuable upon exercise of such warrants, in each case options or other rights is the same stock as now existing or hereafter established or amended) if at such time (i) there shall have occurred any event of that on which the Company has actual knowledge that (a) dividend is being paid or ranks pari passu with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (b) junior in respect of which the Company shall not have taken reasonable steps interest to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuingstock).

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 stock, (which includes common and preferred stock) or (iib) make any payment of principalprincipal of, or interest on, or premiumrepay, if any, on or repay or repurchase or redeem any debt securities of the Company (including any 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, (c) payments under the Capital Securities Guarantee, (diii) as a result of a reclassification of the Company's Corporation’s capital stock or the exchange or the conversion of one class or series of the Company's Corporation’s capital stock for another class or series of the Company's 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, exchanged and (fv) purchases or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under any of the Company's stock option, stock purchase, stock loan Corporation’s benefit or other benefit compensation plans for its directors, officers or employees or any of the Company's Corporation’s dividend reinvestment plans), in each case as now existing or hereafter established or amended) if at such time (i) there shall have occurred any event of which the Company has actual knowledge event, act or condition that (a) with the giving is a Default or an Event of Default (or any event which, after notice or the lapse of timetime or both would become, a Default or both, would constitute an Event of Default Default) and (b) in respect of which the Company Corporation shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company will not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including any Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a result of a reclassification of 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 or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The If at such time (a) there shall have occurred an event of which an Officer of the Company will 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) or 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, on or repay or repurchase or redeem or make any other payment in respect of any debt securities of the Company (including any 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, (c) payments under the Capital Securities Guarantee, (dC) as a result of a reclassification of the Company's capital stock Capital Stock or the exchange or the conversion of one class or series of the Company's capital stock Capital Stock for another class or series of the Company's capital stockCapital 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 exchanged or (fE) purchases or issuances acquisitions of shares of the Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan or any other contractual obligation of the Company's stock option, stock purchase, stock loan Company (other than a contractual obligation ranking expressly by its terms pari passu with or other benefit plans for its directors, officers or employees or any of junior in interest to the Company's dividend reinvestment plans, in each case as now existing or hereafter established or amended) if at such time (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuingDebentures).

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, 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 Capital Securities Guarantee, (d) as a result of a reclassification of the CompanyCorporation's capital stock or the exchange or the conversion of one class or series of the CompanyCorporation's capital stock for another class or series 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, exchanged and (f) purchases or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under any of the CompanyCorporation's stock option, stock purchase, stock loan or other benefit plans for its directors, officers or employees or any of the CompanyCorporation's dividend reinvestment plans), in each case as now existing or hereafter established or amended) if at such time (i1) there shall have occurred any event of which the Company Corporation has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute an be, a Debenture Event of Default and (b) in respect of which the Company Corporation shall not have taken reasonable steps to cure, (ii2) if such Securities are held by the Property Trustee, the Company Corporation shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii3) 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 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, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Preferred Securities Guarantee, (d) 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, (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 or issuances of Common Stock 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Preferred Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company will not If Securities are issued to a Countrywide Trust or a trustee of such trust in connection with the issuance of Trust Securities by such Countrywide Trust and (i) there shall have occurred and be continuing any event that would constitute an Event of Default, (ii) the Guarantor shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee or Common Securities Guarantee relating to such Countrywide Trust, or (iii) the Company shall have given notice of its election to defer payments of interest on such Securities by extending the interest payment period as provided in the Indenture and such period, or any extension thereof, shall be continuing, then (a) the Guarantor and the Company shall not declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, purchase or make a liquidation payment with respect to, any of the Company's its capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (ai) dividends purchases or distributions in acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Company, (b) any declaration of a dividend 's or the Guarantor's capital stock in connection with the implementation of a stockholder's rights plan, satisfaction by the Company or the issuance Guarantor, respectively, of stock their obligations under any such plan in the future, or the redemption or repurchase of any such rights pursuant theretoemployee benefit plans, (c) payments under the Capital Securities Guarantee, (dii) as a result of a reclassification of the Company's or the Guarantor's capital stock or the exchange or the 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 or (fiv) purchases dividends or issuances of Common Stock in connection with any of distributions made on the Company's or the Guarantor's capital stock option, or rights to acquire such stock purchase, stock loan or other benefit plans for its directors, officers or employees or any of with the Company's dividend reinvestment plans, in each case as now existing or hereafter established or amended) if at such time (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 timeGuarantor's capital stock or rights to acquire such stock) or make any guarantee payments with respect to the foregoing, or both, would constitute an Event of Default and (b) in respect of which the Guarantor and the Company shall not have taken reasonable steps to curemake any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (iiincluding guarantees) if such Securities are held issued by the Property Trustee, Guarantor or the Company shall be in default which rank pari passu with respect or junior to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuingSecurities.

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, 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 Capital Securities Guarantee, ; (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following a reclassification of the CompanyCorporation's capital stock or the exchange or the conversion of one class or series of the CompanyCorporation's capital stock for another class or series 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 or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under any of the CompanyCorporation's stock option, stock purchase, stock loan or other benefit plans for its directors, officers or employees or any of the CompanyCorporation's dividend reinvestment plans, in each case as now existing or hereafter established or amended) if at such time (i) an Event of Default shall have occurred and be continuing, (ii) there shall have occurred any event of which the Company Corporation has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (b) in respect of which the Company Corporation shall not have taken reasonable steps to cure, (iiiii) if such the Securities are held by the Property Trustee, the Company Corporation shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iiiiv) 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 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) or , (ii) make any payment of principal, interest or of 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 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 Capital Securities Guarantee, (d) as a result the purchase 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 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, exchanged and (f) purchases or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under any of the CompanyCorporation's stock option, stock purchase, stock loan or other benefit plans for its directors, officers or employees or any of the CompanyCorporation's dividend reinvestment plans), in each case as now existing or hereafter established or amended) if at such time (i1) there shall have occurred any event of which the Company Corporation has actual knowledge that (a) with the giving of notice or the lapse of time, or both, would constitute is an Event of Default and (b) in respect of which the Company Corporation shall not have taken reasonable steps to cure, (ii2) if such Securities are held by the Property Trustee, the Company Corporation shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii3) 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 If Securities are issued to a MFH Financial Trust or a trustee of such trust in connection with the issuance of Trust Securities by such MFH Financial Trust and (i) there shall have occurred and be continuing an Event of Default or (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 MFH Financial Trust, then (a) neither the Guarantor nor the Company shall declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's its capital stock (which includes common and preferred stockother than (i) repurchases, redemptions or (ii) make other acquisitions of shares of capital stock of the Company or the Guarantor in connection with the satisfaction by the Company or the Guarantor of its obligations under any payment of principal, interest employee benefit plans or premium, if any, on or repay or repurchase or redeem any debt securities other contractual obligation of the Company (including any Other Debentures) that rank other than a contractual obligation ranking pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of Guarantee, in the debt securities of any Subsidiary respective cases 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 CompanyGuarantor), (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (dii) as a result of a reclassification of the Company's or the Guarantor's capital stock or the exchange or the 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, (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, exchanged or (iv) dividends and (f) purchases or issuances of Common Stock in connection with any distributions made on the capital stock of the Company's Company or the Guarantor or rights to acquire such capital stock option, with capital stock purchase, stock loan of the Company or the Guarantor or other benefit plans for its directorsrights to acquire such capital stock), 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 (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 Default and (b) in respect of which the Guarantor and the Company shall not have taken reasonable steps make any payment of interest, principal or premium, if any, on, or repay, repurchase or redeem any debt securities issued by the Guarantor or the Company which rank pari passu with or junior to cure, (ii) if such Securities are held by or the Property TrusteeGuarantee, in the respective cases of the Company or the Guarantor and (c) the Guarantor and the Company shall be in default not make any guarantee payments with respect to its payment of any obligations under the Capital foregoing (other than pursuant to the Preferred Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be 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, on with respect to 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 Capital Securities Guarantee, ; (d) 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, ; (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 or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall have commenced and shall be continuing.

Limitation on Dividends. The If there shall have occurred and be continuing a Default or an Event of Default, then the Company will may 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 ’s capital stock (which includes common and preferred stock) or (iiB) make any payment of principal, principal of or interest or premium, if any, on or repay or repay, repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu in all respects with or junior in right of payment interest to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debt Securities (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 capital stock of the CompanyCompany (i) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, (bii) any declaration of in connection with a dividend reinvestment or stockholder stock purchase plan or (iii) in connection with the implementation issuance of a stockholder's rights plancapital stock of the Company (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 the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto(iii) above, (c) payments under the Capital Securities Guarantee, (db) as a result of a reclassification of the Company's capital stock or the any exchange or the conversion of one any class or series of the Company's ’s capital stock (or any capital stock of a subsidiary of the Company) for another any class or series of the Company's ’s capital stock or of any class or series of the Company’s indebtedness for any class or series of the Table of Contents Company’s capital stock, (ec) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (fd) purchases or issuances any declaration of Common Stock a dividend in connection with any stockholder’s rights plan, or the issuance of the Company's stock optionrights, stock purchase, stock loan or other benefit plans for its directorsproperty under any stockholder’s rights plan, officers or employees the redemption or repurchase of rights pursuant thereto or (e) any dividend in the form of stock, warrants, options or other rights where the Company's dividend reinvestment plansstock or the stock issuable upon exercise of such warrants, in each case options or other rights is the same stock as now existing or hereafter established or amended) if at such time (i) there shall have occurred any event of that on which the Company has actual knowledge that (a) dividend is being paid or ranks pari passu with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (b) junior in respect of which the Company shall not have taken reasonable steps interest to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuingstock).

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) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholdershareholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a result of a reclassification of 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, and (fe) purchases or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under any of the Company's stock option, stock purchase, stock loan or other benefit plans for its directors, officers officers, employees or employees consultants or any of the Company's dividend reinvestment plans), (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in each case as now existing right of payment to the Securities or hereafter established (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 amended) junior in right of payment to the Securities if at such time (i1) 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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii2) an Event of Default hereunder shall have occurred and be continuing, (3) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii4) 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 shall not (i) declare or pay any dividends dividend or distributions make any distribution on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's its capital stock or other equity securities of any kind, if (which includes common and preferred stocki) the Company is not “well-capitalized” for regulatory purposes immediately prior to the declaration of such dividend or distribution or (ii) make there exists and is continuing an Event of Default, as defined below, in each case except for: (A) any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares ofof the Company’s common stock, or options, warrants or rights to subscribe for or purchase shares of, Common Stock any class of the Company, ’s common stock; (bB) any declaration of a non-cash 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 Capital Securities Guarantee, (dC) as a result of a reclassification of the Company's ’s capital stock or the exchange or the conversion of one class or series of the Company's ’s capital stock for another class or series of the Company's ’s capital stock, ; (eD) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and ; (fE) purchases of any class of Company’s common stock related to the issuance of common stock or issuances of Common Stock in connection with rights under any of the Company's stock option, stock purchase, stock loan or other benefit plans for its Company’s directors, officers or employees or any of the Company's ’s dividend reinvestment plans; (F) as required by any federal, in each case as now existing state, local or hereafter established foreign, or amendedany applicable industry self-regulatory organization (each, a “Governmental Agency”); or (G) if at such time (i) there shall have occurred any event of which except that the Company has actual knowledge may make dividend payments to permit its shareholders or members, as the case may be, to pay federal, state and local income taxes provided that (a) with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its at such time of payment of any obligations under a “pass-through” entity (e.g., an S corporation or a limited liability company) and such taxes on the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension Company’s income shall be continuingpayable by its shareholders or members, as the case may be (and not by the Company).

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 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 Capital Preferred Securities Guarantee, (d) as a result the purchase 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 in connection with related to the issuance of Common Stock or rights under 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 (itime(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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cureDefault, (ii2) if such Securities are held by the Property Trustee, Trustee and the Company shall be in default with respect to its payment of any obligations under the Capital Preferred Securities Guarantee or (iii3) 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 redeemprepay, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or 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 Capital Securities Guarantee, (d) 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, (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 or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company will not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including any Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholdershareholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a result of a reclassification of 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 or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company will not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the 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 Capital Securities Guarantee, (d) 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, (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, and (fe) purchases or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under 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) 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 each case as now existing right of payment to the Securities or hereafter established (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 amended) junior in right of payment to the Securities if at such time (i1) there shall have occurred any event of which the Company has actual knowledge that (a) is or, with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii2) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii3) 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 stock) or other than with respect to capital stock held by the Guarantor), (iiB) make any payment of principal, interest 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 any 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, (bII) any declaration of in connection with a dividend reinvestment or stockholder stock purchase plan or (III) in connection with the implementation of a stockholder's rights plan, or the issuance of the Guarantor’s capital stock under any (or securities convertible into or exercisable for such plan capital stock) as consideration in an acquisition transaction entered into prior to the future, or the redemption or repurchase occurrence of any such rights pursuant thereto(i), (cii) payments under the Capital Securities Guaranteeor (iii) above, (db) as a result of a reclassification of the Company's capital stock or the any exchange or the conversion of one any class or series of the Company's Guarantor’s capital stock (or any capital stock of one or more of its subsidiaries) for another any class or series of the Company's Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (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 (fd) purchases or issuances any declaration of Common Stock a dividend in connection with any stockholder’s rights plan, or the issuance of the Company's stock optionrights, stock purchase, stock loan or other benefit plans for its directorsproperty under any stockholder’s rights plan, officers or employees the redemption or repurchase of rights pursuant thereto, (e) any dividend in the form of stock, warrants, options or other rights where the Company's dividend reinvestment plansstock or the stock issuable upon exercise of such warrants, in each case options or other rights is the same stock as now existing or hereafter established or amended) if at such time (i) there shall have occurred any event of that on which the Company has actual knowledge that dividend is being paid or ranks pari passu with or junior in interest to such stock or (af) with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations payments under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuingGuarantee).

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) or , (ii) make any payment of principal, interest or premium, if any, 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 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 Capital Trust Securities Guarantee, (d) as a result of a reclassification of the CompanyCorporation's capital stock or the exchange or the conversion of one class or series of the CompanyCorporation's capital stock for another class or series of the CompanyCorporation's capital stock, (e) the purchase of fractional shares resulting from a reclassification of the Corporation's capital stock, (f) 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 (fg) purchases or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under any of the CompanyCorporation's stock option, stock purchase, stock loan or other benefit plans for its directors, officers or employees or any of the CompanyCorporation's dividend reinvestment plans), in each case as now existing or hereafter established or amended) if at such time (i1) there shall have an event has 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 Default and (b) in respect of which the Company shall Corporation has not have taken reasonable steps to curecure the event, (ii2) if such Securities are held by the Property Trustee, the Company Corporation shall be in default with respect to its payment of any obligations under the Capital Trust Securities Guarantee or (iii3) 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) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a result of a reclassification of 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 in connection with related to the issuance of Common Stock or rights under 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 16.1 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 the Company's its capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (ai) dividends purchases or distributions in acquisitions of shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Company, (b) any declaration of a dividend 's or the Guarantor's capital stock in connection with the implementation of a stockholder's rights plan, satisfaction by the Company or the issuance Guarantor, respectively, of stock their obligations under any such plan in the future, or the redemption or repurchase of any such rights pursuant theretoemployee benefit plans, (c) payments under the Capital Securities Guarantee, (dii) as a result of a reclassification of the Company's or the Guarantor's capital stock or the exchange or the 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 (fiv) purchases dividends or issuances of Common Stock in connection with any of distributions made on the Company's or the Guarantor's capital stock option, or rights to acquire such stock purchase, stock loan or other benefit plans for its directors, officers or employees or any of with the Company's dividend reinvestment plans, in each case as now existing or hereafter established or amended) if at such time (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 timeGuarantor's capital stock or rights to acquire such stock), or both, would constitute an Event of Default make any guarantee payments with respect to the foregoing and (b) in respect of which the Guarantor and the Company shall not have taken reasonable steps to curemake any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (iiincluding guarantees) if such Securities are held issued by the Property Trustee, Guarantor or the Company shall be in default which rank pari passu with respect or junior to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuingSecurities.

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) or , (ii) make any payment of principalprincipal of, interest or premium, if any, on or repay interest on, or repay, repurchase or redeem any debt securities of the Company (including any 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 Capital Preferred Securities Guarantee or Common Securities Guarantee, (d) as a result the purchase of fractional interests in 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 or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under any of the Company's stock option, stock purchase, stock loan or other 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), in each case as now existing or hereafter established or amended) if at such time (i1) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice notice, or the lapse of time, or both, would constitute an Event of Default (as defined in the Indenture) and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii2) if such Securities Debentures are held by the Property Institutional Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Preferred Securities Guarantee or Common Securities Guarantee or (iii3) 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) or , (ii) make any payment of principalprincipal of, interest or premium, if any, or interest on or repay or repay, repurchase or redeem any debt securities of the Company (including any 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 Capital Preferred Securities Guarantee or Common Securities Guarantee, (d) as a result the purchase of fractional interests in 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 or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under any of the Company's stock option, stock purchase, stock loan or other 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), in each case as now existing or hereafter established or amended) if at such time (i1) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice notice, or the lapse of time, or both, would constitute an Event of Default hereunder and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii2) if such Securities Debentures are held by the Property Institutional Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.the

Limitation on Dividends. The Company will not If Securities are issued to a Countrywide Trust or a trustee of such trust in connection with the issuance of Trust Securities by such Countrywide Trust and (i) there shall have occurred and be continuing any event that would constitute an Event of Default, (ii) the Guarantor shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or Common Securities Guarantee relating to such Countrywide Trust, or (iii) the Company shall have given notice of its election to defer payments of interest on such Securities by extending the interest payment period as provided in the Indenture and such period, or any extension thereof, shall be continuing, then (a) the Guarantor and the Company shall not declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, purchase or make a liquidation payment with respect to, any of the Company's its capital stock (which includes common and preferred stock) or (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 rights 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 acquire such guarantee ranks pari passu or junior in right of payment to the Securities capital stock (other than (ai) dividends purchases or distributions in acquisitions of shares of, of the Company's or options, warrants the Guarantor's capital stock or rights to subscribe for or purchase shares of, Common Stock of the Company, (b) any declaration of a dividend acquire such capital stock in connection with the implementation of a stockholder's rights plan, satisfaction by the Company or the issuance Guarantor, respectively, of stock their obligations under any such plan in the future, or the redemption or repurchase of any such rights pursuant theretoemployee benefit plans, (c) payments under the Capital Securities Guarantee, (dii) as a result of a reclassification of the Company's or the Guarantor's capital stock or rights to acquire such capital stock or the exchange or the 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 or (fiv) purchases dividends or issuances of Common Stock in connection distributions made on the Company's or the Guarantor's capital stock or rights to acquire such stock with the Company's or the Guarantor's capital stock or rights to acquire such capital stock) or make any guarantee payments with respect to 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 (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 Default foregoing and (b) in respect of which the Guarantor and the Company shall not have taken reasonable steps to curemake any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (iiincluding guarantees) if such Securities are held issued by the Property Trustee, Guarantor or the Company shall be in default which rank pari passu with respect or junior to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuingSecurities.

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, 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 Capital Securities Guarantee, ; (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following a reclassification of the CompanyCorporation's capital stock or the exchange or the conversion of one class or series of the CompanyCorporation's capital stock for another class or series 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 or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under any of the CompanyCorporation's stock option, stock purchase, stock loan or other benefit plans for its directors, officers or employees or any of the CompanyCorporation's dividend reinvestment plans, in each case as now existing or hereafter established or amendedplan) if at such time (i) an Event of Default shall have occurred and be continuing, (ii) there shall have occurred any event of which the Company Corporation has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (b) in respect of which the Company Corporation shall not have taken reasonable steps to cure, (iiiii) if such the Securities are held by the Property Trustee, the Company Corporation shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iiiiv) 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, 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 Capital Securities Guarantee, ; (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following a reclassification of 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 repurchases, redemptions or issuances other acquisitions of Common Stock in connection with related to the issuance of Common Stock or rights under any of the Company's stock optionemployment contracts, stock purchase, stock loan or other 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, in each case as now existing or hereafter established or amended) if at such time (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (iiiii) if such the Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iiiiv) 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 Debt Securities of a series are initially issued to a Union Planters Trust or a trustee of such trust in connection with the issuance of Trust Securities by such Union Planters Trust (regardless of whether Debt Securities continue to be held by such trust) and (i) there shall have occurred and be continuing any event that would constitute an Event of Default, (ii) the Company shall be in default with respect to its payment of any obligations under a Capital Securities Guarantee or a Common Securities Guarantee with respect to securities issued by such trust, or (iii) the Company shall have given notice of its election to defer payments of interest on the Debt Securities of such series by extending the interest payment period as provided herein and such period, or any extension thereof, shall be continuing, then (a) the Company shall not declare or pay any dividends or distributions dividend on, make a distribution with respect to, or redeem, purchase, acquire, 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 capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of rights to acquire such capital stock in connection with 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 satisfaction by the Company of the debt securities of its obligations under 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 Companyemployee benefit plans, (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (dii) as a result of a reclassification of the Company's capital stock or rights to acquire such capital stock or the exchange or the conversion of one class or series of the Company's capital stock or rights to acquire such capital stock for another class or series of the Company's capital stock or rights to acquire such capital stock, (eiii) 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, (iv) dividends and distributions made on the Company's capital stock or rights to acquire such capital stock with the Company's capital stock or rights to acquire such capital stock or (fv) purchases or issuances any declaration of Common Stock a dividend in connection with any the implementation of that certain Share Purchase Rights Plan adopted by the Board of Directors on January 19, 1989 relating to the designation and authorization of Series A Preferred Stock 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 (i) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice or the lapse redemption or repurchase of timeany such rights pursuant thereto) or make any guarantee payments with respect to the foregoing, or both, would constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to curemake any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (iiincluding guarantees) if such Securities are held issued by the Property Trustee, Company that rank pari passu with or junior to the Company shall be in default with respect to its payment Debt Securities of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuingseries.

Limitation on Dividends. The If at any time (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 Default and (b) which the Company shall not have taken reasonable steps to cure, (ii) Securities are held by the Property Trustee and the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee, or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing, then 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) or ); (ii) make any payment of principal, interest or premium, if any, 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 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 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 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 prepayment or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a direct result of, and only to the extent necessary to avoid the issuance of fractional shares of the Company's 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, and (f) purchases or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The If at such time (a) there shall have occurred an event of which an Officer of the Company will 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) or 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, 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 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 Capital Securities any Guarantee, (dD) as a result of a reclassification of the Company's capital stock Capital Stock or the exchange or the conversion of one class or series of the Company's capital stock Capital Stock for another class or series of the Company's capital stockCapital Stock, (eE) 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 or issuances of Common Stock 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.the

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) or , (ii) make any payment of principalprincipal of, interest or premium, if any, on or repay interest on, or repay, repurchase or redeem any debt securities of the Company (including any 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 Capital Securities Guarantee, (d) as a result the purchase of fractional interests in 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 or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under any of the Company's stock option, stock purchase, stock loan or other 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), in each case as now existing or hereafter established or amended) if at such time (i1) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice notice, or the lapse of time, or both, would constitute an Event of Default (as defined in the Indenture) and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii2) if such Securities Debentures are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii3) 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 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, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including under Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock common stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, Guarantee and (d) 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, ; (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 issuances of Common Stock in connection with rights under 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 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 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) or 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, on or repay or repurchase or redeem or make any other payment in respect of any debt securities of the Company (including any 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 Capital Securities any Guarantee, (dD) as a result of a reclassification of the Company's capital stock Capital Stock or the exchange or the conversion of one class or series of the Company's capital stock 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 or issuances of Common Stock 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.Stock,

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 stock) other than dividends or distributions made to provide for the payment of Senior Indebtedness), (iiB) make any payment of principal, interest 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 any 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, (bII) any declaration of in connection with a dividend reinvestment or stockholder stock purchase plan or (IID in connection with the implementation of a stockholder's rights plan, or the issuance of the Guarantor's capital stock under any (or securities convertible into or exercisable for such plan capital stock) as consideration in an acquisition transaction entered into prior to the future, or the redemption or repurchase occurrence of any such rights pursuant thereto(i), (cii) payments under the Capital Securities Guaranteeor (iii) above, (db) as a result of a reclassification of the Company's capital stock or the any exchange or the conversion of one any class or series of the CompanyGuarantor's capital stock (or any capital stock of one or more of its subsidiaries) for another any class or series of the CompanyGuarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (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 (fd) purchases or issuances any declaration of Common Stock a dividend in connection with any stockholder's rights plan, or the issuance of the Company's stock optionrights, stock purchase, stock loan or other benefit plans for its directorsproperty under any stockholder's rights plan, officers or employees the redemption or repurchase of rights pursuant thereto, (e) any dividend in the form of stock, warrants, options or other rights where the Company's dividend reinvestment plansstock or the stock issuable upon exercise of such warrants, in each case options or other rights is the same stock as now existing or hereafter established or amended) if at such time (i) there shall have occurred any event of that on which the Company has actual knowledge that dividend is being paid or ranks pani passu with or junior in interest to such stock or (af) with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations payments under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuingGuarantee).

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) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the 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 Capital Securities Guarantee, (d) as a result of a reclassification of the CompanyIssuer's capital stock or the conversion or exchange or the conversion of one class or series of the CompanyIssuer's capital stock for another class or series of the CompanyIssuer'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, exchanged and (fe) purchases or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under any of the CompanyIssuer's stock option, stock purchase, stock loan or other 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 each any such case as now existing or hereafter established or amended) if at such time (i1) there shall have occurred any event of which the Company Issuer has actual knowledge that (a) ), with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (b) in respect of which the Company Issuer shall not have taken reasonable steps to cure, (ii2) an Event of Default hereunder shall have occurred and be continuing, (3) if such Securities Debentures are held by the Property Trustee, the Company Issuer shall be in default with respect to its payment of any obligations under the Capital Preferred Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.[

Limitation on Dividends. The Company will not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt any securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock capital stock of the Company, ; (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (c) payments under the Capital Securities Guarantee, ; (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following, a reclassification of 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, 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, ; and (f) purchases or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under any of the Company's stock option, stock purchase, stock loan or other 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, in each case as now existing or hereafter established or amended) if at such time (1) an Event of Default shall have occurred and be continuing or, would occur upon the taking of any action described in clauses (i) through (iii) above, (2) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii3) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii4) 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, 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 Capital Securities Guarantee, ; (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock, following a reclassification of 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, ; 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 (f) purchases or issuances of Common Stock 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (iiiii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iiiiv) 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, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including any Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Company, ; (b) any declaration of a dividend in connection with the implementation of a stockholder's stockholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (c) payments under the Capital Securities Guarantee, ; (d) as a result of a reclassification of 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 or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable reason able steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall have commenced and shall be continuing.

Limitation on Dividends. The Company will not If Debt Securities of a series are initially issued to a Leucadia Trust or a trustee of such trust in connection with the issuance of Trust Securities by such Leucadia Trust (regardless of whether Debt Securities continue to be held by such trust) and (i) there shall have occurred and be continuing any event that would constitute an Event of Default, (ii) the Company shall be in default with respect to its payment of any obligations under a Capital Securities Guarantee or a Common Securities Guarantee with respect to securities issued by such trust, or (iii) the Company shall have given notice of its election to defer payments of interest on the Debt Securities of such series by extending the interest payment period as provided herein and such period, or any extension thereof, shall be continuing, then (a) the Company shall not declare or pay any dividends or distributions dividend on, make a distribution with respect to, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's its capital stock or rights to acquire such capital stock (which includes common and preferred stockother than (i) purchases or (ii) make acquisitions of shares of any payment such capital stock or rights to acquire such capital stock in connection with the satisfaction by the Company of principal, interest its obligations under any employee benefit plans or premium, if any, on or repay or repurchase or redeem any debt securities other contractual obligations of the Company (including any Other Debentures) that rank other than a contractual obligation ranking pari passu with or junior in right of payment to the Debt 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 Companyseries), (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (dii) as a result of a reclassification of the Company's capital stock or rights to acquire such capital stock or the exchange or the conversion of one class or series of the Company's capital stock or rights to acquire such capital stock for another class or series of the Company's capital stock or rights to acquire such capital stock, (eiii) 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, (iv) dividends and distributions made on the Company's capital stock or rights to acquire such capital stock with the Company's capital stock or rights to acquire such capital stock, or (fv) purchases or issuances any declaration of Common Stock a dividend in connection with the implementation of a shareholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto), or make guarantee payments with respect to any guarantee by the Company of the Company's stock option, stock purchase, stock loan or other benefit plans for its directors, officers or employees or debt securities of any subsidiary of the Company's dividend reinvestment plansCompany if such guarantee ranks pari passu with or junior to the Debt Securities of such series (other than payments under a Capital Securities Guarantee or a Common Securities Guarantee), in each case as now existing or hereafter established or amended) if at such time (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to curemake any payment of interest, (ii) principal or premium, if such Securities are held any, on or repay, repurchase or redeem any debt securities issued by the Property Trustee, Company that rank pari passu with or junior to the Company shall be in default with respect to its payment Debt Securities of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuingseries.

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 stock) other than dividends or distributions made to provide for the payment of Senior Indebtedness), (iiB) make any payment of principal, interest 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 any 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, (bII) any declaration of in connection with a dividend reinvestment or stockholder stock purchase plan or (III) in connection with the implementation of a stockholder's rights plan, or the issuance of the Guarantor's capital stock under any (or securities convertible into or exercisable for such plan capital stock) as consideration in an acquisition transaction entered into prior to the future, or the redemption or repurchase occurrence of any such rights pursuant thereto(i), (cii) payments under the Capital Securities Guaranteeor (iii) above, (db) as a result of a reclassification of the Company's capital stock or the any exchange or the conversion of one any class or series of the CompanyGuarantor's capital stock (or any capital stock of one or more of its subsidiaries) for another any class or series of the CompanyGuarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (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 (fd) purchases or issuances any declaration of Common Stock a dividend in connection with any stockholder's rights plan, or the issuance of the Company's stock optionrights, stock purchase, stock loan or other benefit plans for its directorsproperty under any stockholder's rights plan, officers or employees the redemption or repurchase of rights pursuant thereto, (e) any dividend in the form of stock, warrants, options or other rights where the Company's dividend reinvestment plansstock or the stock issuable upon exercise of such warrants, in each case options or other rights is the same stock as now existing or hereafter established or amended) if at such time (i) there shall have occurred any event of that on which the Company has actual knowledge that dividend is being paid or ranks pan passe with or junior in interest to such stock or (af) with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations payments under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be 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, 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 Capital Securities Guarantee, (d) 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, ; (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 or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The If at any time (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 Default and (b) which the Company shall not have taken reasonable steps to cure, (ii) Securities are held by the Property Trustee and the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee, or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing, then 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) or ); (ii) make any payment of principal, interest or premium, if any, 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 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 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 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 prepayment or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) 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, (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 or issuances of Common Stock 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.the

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, on with respect to 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 Capital Securities Guarantee, ; (d) 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, ; (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 or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall have commenced and shall be continuing.

Limitation on Dividends. The Company will not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including includ- ing any Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance issu- ance of stock under any such plan in the future, or the redemption redemp- tion or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a result of a reclassification of 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, ; and (f) purchases or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company will not If 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 an Event of Default or (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, then (a) neither the Guarantor nor the Company shall declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Company's its capital stock (which includes common and preferred stockother than (i) repurchases, redemptions or (ii) make other acquisitions of shares of capital stock of the Company or the Guarantor in connection with the satisfaction by the Company or the Guarantor of its obligations under any payment of principal, interest employee benefit plans or premium, if any, on or repay or repurchase or redeem any debt securities other contractual obligation of the Company (including any Other Debentures) that rank other than a contractual obligation ranking pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of Guarantee, in the debt securities of any Subsidiary respective cases 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 CompanyGuarantor), (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (dii) as a result of a reclassification of the Company's or the Guarantor's capital stock or the exchange or the 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, (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, exchanged or (iv) dividends and (f) purchases or issuances of Common Stock in connection with any distributions made on the capital stock of the Company's Company or the Guarantor or rights to acquire such capital stock option, with capital stock purchase, stock loan of the Company or the Guarantor or other benefit plans for its directorsrights to acquire such capital stock), 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 (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 Default and (b) in respect of which the Guarantor and the Company shall not have taken reasonable steps make any payment of interest, principal or premium, if any, on, or repay, repurchase or redeem any debt securities issued by the Guarantor or the Company which rank pari passu with or junior to cure, (ii) if such Securities are held by or the Property TrusteeGuarantee, in the respective cases of the Company or the Guarantor and (c) the Guarantor and the Company shall be in default not make any guarantee payments with respect to its payment of any obligations under the Capital foregoing (other than pursuant to the Preferred Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be 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, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, Guarantee and (d) 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, ; (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 or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The If at such time (a) there shall have occurred an event of which an Officer of the Company will 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) or 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, on or repay or repurchase or redeem or make any other payment in respect of any debt securities of the Company (including any 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 Capital Securities any Guarantee, (dD) as a result of a reclassification of the Company's capital stock Capital Stock or the exchange or the conversion of one class or series of the Company's capital stock 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 or issuances of Common Stock 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.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) or , (ii) make any payment of principalprincipal of, interest or premium, if any, or interest on or repay or repay, repurchase or redeem any debt securities of the Company (including any 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 Capital Preferred Securities Guarantee or Common Securities Guarantee, (d) as a result the purchase of fractional interests in 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 or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under any of the Company's stock option, stock purchase, stock loan or other 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), in each case as now existing or hereafter established or amended) if at such time (i1) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice notice, or the lapse of time, or both, would constitute an Event of Default hereunder and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii2) if such Securities Debentures are held by the Property Institutional Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Preferred Securities Guarantee or Common Securities Guarantee or (iii3) 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 If at any time (i) an Event of Default shall have occurred and be continuing (other than solely an Event of Default under Section 5.1(c) hereof), (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 Default (other than solely an Event of Default under Section 5.1(c) hereof) and (b) in respect of which the Company shall not have taken reasonable steps to cure, (iii) if the Securities are held by the Property Trustee, the Company shall be in default with respect to its payment obligations under the Capital Securities Guarantee or (iv) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.1 and any such extension shall be continuing, then, in each such case, 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, 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 Capital Securities Guarantee, ; (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following a reclassification of 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 or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing).

Limitation on Dividends. The Company will not, and will not permit any subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholdershareholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a result of a reclassification of 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, and (fe) purchases or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under any of the Company's stock option, stock purchase, stock loan or other benefit plans for its directors, officers officers, employees or employees consultants or any of the Company's dividend reinvestment plans), (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in each case as now existing right of payment to the Securities or hereafter established (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 amended) junior in right of payment to the Securities if at such time (i1) 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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii2) an Event of Default hereunder shall have occurred and be continuing, (3) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Preferred Securities Guarantee or (iii4) 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, 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 Capital Securities Guarantee, ; (d) as a result the purchase of fractional shares resulting from a reclassification of the Company's capital stock or stock, (e) 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, ; (ef) 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 (fg) purchases any declaration or issuances payment of Common a dividend on the Company's Series B Preferred Stock as required under the Company's Restated Certificate of Incorporation, in connection with any the operation of the Company's stock optionEmployee Stock Ownership Plan ("Plan"), stock purchaseor the conversion, stock loan repurchase or other benefit plans for its directorsredemption of such Series B Preferred Stock where required by the Plan as at the date hereof, 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 (i1) there shall have occurred any and be continuing an event of which default under the Company has actual knowledge that Declaration, (a2) with the giving of notice or the lapse of time, or both, would constitute there shall have occurred and be continuing an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cureDefault, (ii3) 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 TrusteeXerox Trust, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii5) 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, 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 Capital Securities Guarantee, Guarantees; (d) 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, (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; (g) any declaration or payment of a dividend on the Company's Series B Convertible Preferred Stock as required under the Company's Restated Certificate of Incorporation, in connection with the operation of the Company's Employee Stock Ownership Plan ("Plan") and (fh) purchases the conversion, repurchase or issuances redemption of Common or other acquisitions of shares of the Company's Capital 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's stock option, stock purchaseother than a contractual obligation ranking pari passu with or junior to the Securities), 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 (i1) there shall have occurred any and be continuing an event of which default under the Company has actual knowledge that Declaration, (a2) with the giving of notice or the lapse of time, or both, would constitute there shall have occurred and be continuing an Event of Default and under this Indenture or an Event of Default (bas such term is defined under the Xerox Funding Indenture) in respect of which under the Company shall not have taken reasonable steps to cureXerox Funding Indenture, (ii3) if such Securities are held by there shall have occurred and be continuing a payment default under the Property TrusteeDeclaration, 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 Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuingGuarantees.

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, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including any Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Company, ; (b) any declaration of a dividend in connection with the implementation of a stockholder's stockholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (c) payments under the Capital Securities Guarantee, ; (d) as a result of a reclassification of 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 or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The If any Convertible Debentures are outstanding and (i) there shall have occurred any Event of Default or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default, or (ii) the Guarantor shall be in default with respect to its payment or other obligations pursuant to Section 5.1 of the Preferred Securities Guarantee or Section 2.1 of the Common Securities Guarantee, then the Company will shall not (ia) declare or pay any dividends or distributions dividend on, make any distribution with respect to, or redeem, purchase, acquire, purchase or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) its Capital Stock or (iib) make any payment of principalinterest, interest principal or premium, if any, on or repay or repay, repurchase or redeem any debt securities of issued by the Company (including any Other Debentures) that rank pari passu with or junior in right of payment interest to the Securities Convertible 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 Convertible Debentures (other than (ai) dividends as a result of a reclassification of the Capital Stock of the Company or distributions in shares of, the exchange or options, warrants conversion of one class or rights to subscribe series of the Capital Stock of the Company for another class or purchase shares of, Common series of the Capital Stock of the Company, (bii) the purchase of fractional interests in shares of the Capital Stock of the Company pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted into or exchanged for such Capital Stock, (iii) dividends or distributions in Common Shares of the Company, (iv) any declaration of a dividend in connection with the implementation of a stockholder's shareholders' rights plan, or the issuance of stock Capital Stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (cv) payments under the Capital Trust Securities GuaranteeGuarantees, (dvi) as a result purchases of a reclassification Common Shares of the Company's capital stock or Company related to the exchange or the conversion issuance of one class or series Common Shares of the Company's capital stock for another class Company 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 or issuances of Common Stock in connection with rights under any of the Company's stock option, stock purchase, stock loan or other benefit plans for its directors, officers or employees or and (vii) prior obligations under any dividend reinvestment and stock purchase plans to issue shares other than as a result of the Company's dividend reinvestment planspayment of a dividend), in each case as now existing unless and until such default or hereafter established or amended) if at such time (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuingbeen cured.

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 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 Capital Preferred Securities Guarantee, (d) as a result the purchase 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 in connection with related to the issuance of Common Stock or rights under 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 (i1) 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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cureDefault, (ii2) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Preferred Securities Guarantee or (iii3) 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, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a result of a reclassification of 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, and (fe) purchases or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under 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), 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 each case as now existing right of payment to the Securities or hereafter established (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 amended) junior in right of payment to the Securities if at such time (i1) there shall have occurred any event of which the Company has actual knowledge that (a) is or, with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii2) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii3) 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 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) or , (ii) make any payment of principal, principal of or interest or premium, if any, 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 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 Capital Securities Guarantee, (d) as a result of a reclassification of the CompanyCorporation's capital stock or the exchange or the conversion of one class or series of the CompanyCorporation's capital stock for another class or series of the CompanyCorporation'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, exchanged and (fe) purchases or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under any of the CompanyCorporation's stock option, stock purchase, stock loan benefit or other benefit compensation plans for its directors, officers or employees or any of the CompanyCorporation's dividend reinvestment plans, in each case as now existing or hereafter established or amended) if at such time (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing).

Limitation on Dividends. The Company will not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or ), (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any 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 Capital Securities QUIPS Guarantee, ; (d) as a result of 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, ; and (f) purchases or issuances 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) under any of the Company's stock option, stock purchase, stock loan or other benefit plans for its and its Subsidiaries' 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 (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 Default shall have occurred and (b) in respect of which the Company shall not have taken reasonable steps to curebe continuing, (ii) if such the Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities QUIPS Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.

Limitation on Dividends. The Company will not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock (which includes common and preferred stock) or ), (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Company (including any Other Debentures) that rank pari passu with or junior in right of payment to the Securities or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (including under any Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Securities (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, the Common Stock of the CompanyStock, (b) any declaration of a dividend in connection with the implementation of a stockholdershareholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a result of a reclassification of 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 in connection with related to the issuance of Common Stock or rights under 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 (i1) there shall have occurred any event of which the Company has actual knowledge that (aA) constitutes, or with the giving of notice or the lapse of time, or both, would constitute constitute, an Event of Default and (bB) in respect of which the Company shall not have taken reasonable steps to cure, (ii2) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii3) 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, 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) or , (ii) make any payment of principalprincipal of, interest or premium, if any, or interest on or repay or repay, repurchase or redeem any debt securities of the Company (including any 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 Capital Preferred Securities Guarantee or Common Securities Guarantee, (d) as a result the purchase of fractional interests in 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 or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under 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 (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 Default and (bg) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.obligations

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, 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 Capital Securities Guarantee, ; (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock, following a reclassification of 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, ; 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 (f) purchases or issuances of Common Stock 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (iiiii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iiiiv) 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, 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) or , (ii) make any payment of principalprincipal of, interest or premium, if any, 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 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 Capital Securities Guarantee, and (d) as a result purchases of a reclassification common stock related to the issuance of the Company's capital common 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 or issuances of Common Stock in connection with rights under any of the Company's stock optionbenefit plans), 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 (i1) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice notice, or the lapse of time, or both, would constitute an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to curehereunder, (ii2) if such Securities Debentures are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Preferred Securities Guarantee or Common Securities Guaran tee or (iii3) 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) or , (ii) make any payment of principalprincipal of, interest or premium, if any, or interest on or repay or repay, repurchase or redeem any debt securities of the Company (including any 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 Capital Preferred Securities Guarantee or Common Securities Guarantee, (d) as a result the purchase of fractional interests in 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 or issuances of Common Stock in connection with related to the issuance of Common Stock or rights under any of the Company's stock option, stock purchase, stock loan or other 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), in each case as now existing or hereafter established or amended) if at such time (i1) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice notice, or the lapse of time, or both, would constitute an Event of Default hereunder and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii2) if such Securities Debentures are held by the Property Institutional Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuing.in

Limitation on Dividends. The Company will not If Debt Securities of a series are initially issued to a National Commerce Trust or a trustee of such trust in connection with the issuance of Trust Securities by such National Commerce Trust (regardless of whether Debt Securities continue to be held by such trust) and (i) there shall have occurred and be continuing any event that would constitute an Event of Default, (ii) the Company shall be in default with respect to its payment of any obligations under a Capital Securities Guarantee or a Common Securities Guarantee with respect to securities issued by such trust, or (iii) the Company shall have given notice of its election to defer payments of interest on the Debt Securities of such series by extending the interest payment period as provided herein and such period, or any extension thereof, shall be continuing, then (a) the Company shall not declare or pay any dividends or distributions dividend on, make a distribution with respect to, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's its capital stock or rights to acquire such capital stock (which includes common and preferred stockother than (i) purchases or (ii) make acquisitions of shares of any payment of principal, interest such capital stock or premium, if any, on or repay or repurchase or redeem any debt securities of rights to acquire such capital stock in connection with 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 satisfaction by the Company of the debt securities of its obligations under 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 Companyemployee benefit plans, (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (dii) as a result of a reclassification of the Company's capital stock or rights to acquire such capital stock or the exchange or the conversion of one class or series of the Company's capital stock or rights to acquire such capital stock for another class or series of the Company's capital stock or rights to acquire such capital stock, (eiii) 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, (iv) dividends and distributions made on the Company's capital stock or rights to acquire such capital stock with the Company's capital stock or rights to acquire such capital stock, or (fv) purchases or issuances any declaration of Common Stock a dividend in connection with the implementation of a shareholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of the Company's stock optionany such rights pursuant thereto), stock purchase, stock loan or make any guarantee payments (other benefit plans for its directors, officers than payments under a Capital Securities Guarantee 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 (i) there shall have occurred any event of which the Company has actual knowledge that (aa Common Securities Guarantee) with respect to the giving of notice or the lapse of time, or both, would constitute an Event of Default foregoing and (b) in respect of which the Company shall not have taken reasonable steps to curemake any payment of interest, (ii) principal or premium, if such Securities are held any, on or repay, repurchase or redeem any debt securities issued by the Property Trustee, Company that rank pari passu with or junior to the Company shall be in default with respect to its payment Debt Securities of any obligations under the Capital Securities Guarantee or (iii) the Company shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 and any such extension shall be continuingseries.

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, 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 Capital Securities Guarantee, ; (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock, following a reclassification of 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, ; 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 (f) purchases or issuances of Common Stock 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 (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 Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, (iiiii) if such Securities are held by the Property Trustee, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (iiiiv) 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.