Common use of Limitation on Transactions Clause in Contracts

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee Trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock into another class of its capital stock); and (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu PARI PASSU with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks PARI PASSU with or junior in interest to the Debentures; providedPROVIDED, howeverHOWEVER, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1; (ii) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of is in default with respect to its election to defer payments of interest on such Debentures by extending obligations under the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuingPreferred Securities Guarantee, then (a) the Company may will not, and may will not permit any Subsidiary to, declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its the Company's capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of its capital stock, ; (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall will not, and will not permit any Subsidiary to, make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued (a) the Company shall exercise its right to the Trust defer payment of interest as provided in Section 4.1; or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ib) 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (ai) neither the Company may not, and may not permit nor any Subsidiary to, of its Subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, (C) as a result of a reclassification of its capital stock for another class of its capital stock, (D) dividends or distributions made by a Subsidiary to the Company, or (E) dividends or distributions made by a Subsidiary to a Subsidiary); (bii) neither the Company nor any Subsidiary shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company or any Subsidiary which rank pari passu with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of any debt securities if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (ciii) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ia) there shall have occurred any event that would constitute and be continuing an Event of Default; (iib) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iiic) if the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such periodExtension Period, or any extension thereof, shall be continuing, then (ai) neither the Company may not, and may not permit nor any Subsidiary to, of its Subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, (C) as a result of a reclassification of its capital stock, or (D) dividends or distributions made by a Subsidiary to the Company, or (E) dividends or distributions made by a Subsidiary to a Subsidiary); (bii) neither the Company nor any Subsidiary shall not make any payment of interestprincipal, principal interest or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company or any Subsidiary which rank pari passu with or junior in interest to the Debentures or make any guarantee payments with respect to any guarantee by the Company of any debt securities if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (ciii) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the as a result of a reclassification of any class of the Company's capital stock into another class of its capital stock, (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee Trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock); and (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee Trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the as a result of a reclassification of any class of the Company's capital stock into another class of its capital stock, (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); and (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued (a) the Company shall exercise its right to the Trust defer payment of interest as provided in Section 4.1; or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ib) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (ai) neither the Company may not, and may not permit nor any Subsidiary to, of its Subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stockCompany or such Subsidiary, (3) as the case may be, or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, (C) as a result of a reclassification of its capital stock for another class of its capital stock or (D) dividends payable by such Subsidiary to the Company or any of its Subsidiaries); (bii) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (ciii) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee Trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Trust Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may shall not, and may will not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the as a result of a reclassification of any class of the Company's its capital stock into another class of capital stock, or (2) declarations or payments of dividends or distributions payable in any class on capital stock by a Subsidiary of the Company's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of Company to the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not, and will not permit any Subsidiary to, make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; (c) the Company shall not make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Trust Preferred Securities Guarantee; and (cd) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Trust Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company Corporation shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company Corporation shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, Corporation will not and may will not permit any Subsidiary to, to declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its Corporation's capital stock (other than (1) the reclassification of any class of the CompanyCorporation's capital stock into another class of capital stock, (2) dividends or distributions payable in any class of the CompanyCorporation's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall Corporation will not and will not permit any Subsidiary to make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company Corporation (including Other Debentures) which rank pari passu with or junior to the Debentures; or make any guarantee payments with respect to any guarantee by the Corporation of the debt securities of any Subsidiary of the Corporation if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that that, notwithstanding the Company foregoing the Corporation may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company Corporation shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute and be continuing an Event of Default; , (ii) the Company shall be in default with respect to its payment of any obligations under the Preferred Capital Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such the Debentures by extending the interest payment period as provided in this Indenture herein and such period, or any extension thereof, shall have commenced and be continuing, then (a) the Company may not, and may not permit any Subsidiary to, (A) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its the Company’s capital stock stock, (B) make any payment of principal of or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Debentures or (C) make any payment under any guarantees of the Company that rank pari passu in all respects with or junior in interest to the Capital Securities Guarantee (other than (1a) repurchases, redemptions or other acquisitions of shares of capital stock of the reclassification Company (I) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, (II) in connection with a dividend reinvestment or stockholder stock purchase plan or (III) in connection with the issuance of capital 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 (iii) above, (b) as a result of any exchange or conversion of any class or series of the Company's ’s capital stock into another (or any capital stock of a subsidiary of the Company) for any class or series of the Company’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, (2c) dividends or distributions payable the purchase of fractional interests in any class shares of the Company's common stock’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (3d) any declaration of a dividend in connection with the implementation of a shareholder any stockholder’s rights plan, or the issuance of rights, stock or other property under any such plan in the futurestockholder’s rights plan, or the redemption or repurchase of any such rights pursuant theretothereto or (e) any dividend in the form of stock, (4) payments under warrants, options or other rights where the Preferred Securities Guarantee and (5) purchases dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the Company's common same stock related to as that on which the rights under any of the Company's benefit plans for its dividend is being paid or its subsidiaries' directors, officers or employees); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securitiessuch stock).

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ia) there shall have occurred any event that would constitute an Event of Default; (iib) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iiic) if the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such periodExtension Period, or any extension thereof, shall be continuing, then (ai) neither the Company may not, and may not permit nor any Subsidiary to, of its Subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stockCompany or such Subsidiary, (3) as the case may be, or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, (C) as a result of a reclassification of its capital stock or (D) dividends payable by such Subsidiary to the Company or any of its Subsidiaries); (bii) the Company shall not make any payment of interestprincipal, principal interest or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (ciii) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company Corporation shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company Corporation shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, Corporation will not and may will not permit any Subsidiary to, to declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its the Corporation's capital stock (other than (1) the reclassification of any class of the CompanyCorporation's capital stock into another class of its capital stock, ; (2) dividends or distributions payable in any class of the CompanyCorporation's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall Corporation will not and will not permit any Subsidiary to make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company Corporation (including Other Debentures) which rank pari passu with or junior to the Debentures; or make any guarantee payments with respect to any guarantee by the Corporation of the debt securities of any Subsidiary of the Corporation if such guarantee ranks pari passu with or is junior to the Debentures; provided, however, that notwithstanding the Company foregoing the Corporation may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company Corporation shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1; or (ii) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend or distributions on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2i) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash dividend in connection with the implementation of a shareholder 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, (4) payments under the Preferred Securities Guarantee and (5ii) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not make any payment of interestprincipal, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior in interest to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2i) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash dividend in connection with the implementation of a shareholder 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, (4) payments under the Preferred Securities Guarantee and (5ii) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not make any payment of interestprincipal, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued (a) the Company shall exercise its right to the Trust defer payment of interest as provided in Section 4.1; or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ib) 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (ai) neither the Company may not, and may not permit nor any Subsidiary to, of its subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 24 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, (C) as a result of a reclassification of its capital stock for another class of its capital stock, or (D) dividends or distributions made by a subsidiary of the Company, provided that such dividends or distributions are necessary in order for such subsidiary to qualify as a "real estate investment trust" under Sections 856 and 857 of the Code or are made to the Company or to any subsidiary of the Company); (bii) the Company shall not make make, or allow any of its subsidiaries to make, any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with (including the Company's Floating Rate Junior Subordinated Deferrable Interest Debentures due 2028 issued to Coal City Capital Trust I) or junior to the Debentures or make, or allow any of its subsidiaries to make, any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (ciii) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ia) there shall have occurred any event that would constitute and be continuing an Event of Default; (iib) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iiic) if the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such periodExtension Period, or any extension thereof, shall be continuing, then (ai) neither the Company may not, and may not permit nor any Subsidiary to, of its subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, (C) as a result of a reclassification of its capital stock, or (D) dividends or distributions made by a subsidiary of the Company, provided that such dividends or distributions are necessary in order for such subsidiary to qualify as a "real estate investment trust" under Sections 856 and 857 of the Code or are made to the Company or to any subsidiary of the Company); (bii) the Company shall not make make, or allow any of its subsidiaries to make, any payment of interestprincipal, principal interest or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with (including the Company's Floating Rate Junior Subordinated Deferrable Interest Debentures due 2028 issued to Coal City Capital Trust I) or junior in interest to the Debentures or make, or allow any of its subsidiaries to make, any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (ciii) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the -------------------------- Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ia) there shall have occurred any event that would constitute and be continuing an Event of Default; (iib) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iiic) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such periodExtension Period, or any extension thereof, shall be continuing, then (ai) neither the Company may not, and may not permit nor any Subsidiary to, of its Subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, (C) as a result of a reclassification of its capital stock, or (D) dividends or distributions made by a Subsidiary to the Company, or (E) dividends or distributions made by a Subsidiary to a Subsidiary); (bii) neither the Company nor any Subsidiary shall not make any payment of interestprincipal, principal interest or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company or any Subsidiary which rank pari passu with or junior in interest to the Debentures or make any guarantee payments with respect to any guarantee by the Company of any debt securities if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (ciii) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such periodExtension Period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not make any payment of interestprincipal, principal interest or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ia) there shall have occurred any event that would constitute and be continuing an Event of Default; (iib) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iiic) if the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such periodExtension Period, or any extension thereof, shall be continuing, then (ai) neither the Company may not, and may not permit nor any Subsidiary to, of its Subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's ’s benefit plans for its or its subsidiaries' directors, officers or employees, (C) as a result of a reclassification of its capital stock, or (D) dividends or distributions made by a Subsidiary to the Company, or (E) dividends or distributions made by a Subsidiary to a Subsidiary); (bii) neither the Company nor any Subsidiary shall not make any payment of interestprincipal, principal interest or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company or any Subsidiary which rank pari passu with or junior in interest to the Debentures or make any guarantee payments with respect to any guarantee by the Company of any debt securities if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (ciii) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company Corporation shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company Corporation shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and Corporation may not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its Corporation's capital stock (other than (1) the reclassification of any class of the CompanyCorporation's capital stock into another class of capital stock, (2) dividends or distributions payable in any class of the CompanyCorporation's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the CompanyCorporation's common stock related to the rights under any of the CompanyCorporation's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company Corporation shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company Corporation which rank pari passu with or junior to the Debentures; provided, however, that the Company Corporation may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company Corporation shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued (a) the Company shall exercise its right to the Trust defer payment of interest as provided in Section 18.1; or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ib) there shall have occurred any event that would constitute an Event of Default; , then (iii) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (bii) the Company shall not make any payment of interest, principal or of (and premium, if any, ) or interest on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior in interest to the DebenturesDebt Securities of a series issued under this Indenture; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the applicable Preferred Securities Guarantee; and (ciii) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures Outstanding Debt Securities of such series or any of the Preferred Securities associated with such Debt Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee Trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employeesemployees or a dividend reinvestment plan, or (C) as a result of a reclassification of its capital stock for another class of its capital stock, or the exchange or conversion of any one class or series of the Company's capital stock for another class or series of the Company's capital stock pursuant to the conversion or exchange provisions that capital stock or purchases of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of that capital stock or the security being converted or exchanged, purchases of fractional interests in shares of the Company's capital stock issued or issuable to the stockholders of an unaffiliated third party and payments made in respect of not more than ten percent (10%) of the outstanding shares of the Company's capital stock held by shareholders of the Company who exercise dissenters' rights required to be afforded by them by applicable law, in each case pursuant to a merger, consolidation or other business combination with an unaffiliated third party in an arm's-length transaction entered into in good faith); and (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee Trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock into another class of its capital stock); and (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Corporation shall exercise its right to defer payment of interest as provided in Section 4.1; (ii) there shall have occurred any event that would constitute an Event of DefaultDefault that is continuing; or (iiiii) the Company shall be Corporation is in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuingGuarantee, then (a) the Company may not, Corporation will not and may will not permit any Subsidiary to, to declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its the Corporation's capital stock (other than (1) the reclassification of any class of the CompanyCorporation's capital stock into another class of its capital stock, ; (2) dividends or distributions payable in any class of the CompanyCorporation's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the CompanyCorporation's common stock related to the rights under any of the CompanyCorporation's stock benefit plans for its or its subsidiariesSubsidiaries' directors, officers or employees); (b) the Company shall Corporation will not and will not permit any Subsidiary to make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company Corporation (including Other Debentures) which rank pari passu with or junior to the Debentures; or make any guarantee payments with respect to any guarantee by the Corporation of the debt securities of any Subsidiary of the Corporation if such guarantee ranks pari passu with or is junior to the Debentures provided, however, that notwithstanding the Company foregoing the Corporation may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company Corporation shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee Trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Capital Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, shall not and may will not permit any Subsidiary to, to declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1I) the as a result of a reclassification of any class of the Company's its capital stock into another class or (II) declarations or payments of capital stock, (2) dividends or distributions payable in any class on capital stock by a Subsidiary of the Company's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of Company to the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); and (b) the Company shall not and will not permit any Subsidiary to make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Capital Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Capital Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company Corporation shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company Corporation shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, Corporation will not and may will not permit any Subsidiary to, to declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its Corporation's capital stock (other than (1) the reclassification of any class of the CompanyCorporation's capital stock into another class of capital stock, (2) dividends or distributions payable in any class of the CompanyCorporation's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the CompanyCorporation's common stock related to the rights under any of the CompanyCorporation's stock benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall Corporation will not and will not permit any Subsidiary to make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company Corporation (including Other Debentures) which rank pari passu with or junior to the Debentures; or make any guarantee payments with respect to any guarantee by the Corporation of the debt securities of any subsidiary of the Corporation if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that the Company Corporation may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company Corporation shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company Corporation shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company Corporation shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, Corporation will not and may will not permit any Subsidiary to, to declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its Corporation's capital stock (other than (1) the reclassification of any class of the CompanyCorporation's capital stock into another class of capital stock, (2) dividends or distributions payable in any class of the CompanyCorporation's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the CompanyCorporation's common stock related to the rights under any of the CompanyCorporation's stock benefit plans for its or its subsidiariesSubsidiaries' directors, officers or employees); (b) the Company shall Corporation will not and will not permit any Subsidiary to make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company Corporation (including Other Debentures) which rank pari passu with or junior to the Debentures; or make any guarantee payments with respect to any guarantee by the Corporation of the debt securities of any Subsidiary of the Corporation if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that that, notwithstanding the Company foregoing the Corporation may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company Corporation shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Corporation shall exercise its right to defer payment of interest as provided in Section 4.1; (ii) there shall have occurred any event that would constitute an Event of DefaultDefault that is continuing; or (iiiii) the Company shall be Corporation is in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuingGuarantee, then (a) the Company may not, and may Corporation will not permit any Subsidiary to, declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its the Corporation's capital stock (other than (1) the reclassification of any class of the CompanyCorporation's capital stock into another class of its capital stock, ; (2) dividends or distributions payable in any class of the CompanyCorporation's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the CompanyCorporation's common stock related to the rights under any of the CompanyCorporation's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall Corporation will not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company Corporation (including Other Debentures) which rank pari passu with or junior to the Debentures; provided, however, that notwithstanding the Company foregoing the Corporation may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company Corporation shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ia) there shall have occurred any event that would constitute an Event of Default; (iib) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iiic) if the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such periodExtension Period, or any extension thereof, shall be continuing, then (ai) neither the Company may not, and may not permit nor any Subsidiary to, of its Subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stockCompany or such Subsidiary, (3) as the case may be, or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); , (bC) the Company shall not make any payment as a result of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; provided, however, that the Company may make payments pursuant to a reclassification of its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.capital stock or

Limitation on Transactions. If Debentures are issued to the Trust or a trustee the Property Trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Trust Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may shall not, and may will not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the as a result of a reclassification of any class of the Company's its capital stock into another class of capital stock, or (2) declarations or payments of dividends or distributions payable in any class on capital stock by a Subsidiary of the Company's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of Company to the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not, and will not permit any Subsidiary to, make any payment of interest, ,principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; (c) the Company shall not make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Trust Preferred Securities Guarantee; and (cd) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Trust Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1, or (ii) 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuingdefault, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2a) dividends or distributions payable in any class common stock of the Company's common stockcompany, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5b) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, or (c) as a result of a reclassification of its capital stock for another class of its capital stock); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debenturesdebentures or make any guarantee payment with respect to any guarantee by the Company of the debt securities of any subsidiary of the company if such guarantee ranks pari passu with or junior to the debentures; provided, however, that notwithstanding the foregoing, the Company may make payments pursuant to its obligations under the Preferred Securities Guaranteepreferred securities guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures debentures or any of the Preferred Securitiespreferred securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Corporation shall exercise its right to defer payment of interest as provided in Section 4.1; (ii) there shall have occurred any event that would constitute an Event of DefaultDefault that is continuing; or (iiiii) the Company shall be Corporation is in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuingGuarantee, then (a) the Company may not, and may Corporation will not permit any Subsidiary to, declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its the Corporation's capital stock (other than (1) the reclassification of any class of the CompanyCorporation's capital stock into another class of its capital stock, ; (2) dividends or distributions payable in any class of the CompanyCorporation's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the CompanyCorporation's common stock related to the rights under any of the CompanyCorporation's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall Corporation will not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company Corporation which rank pari passu with or junior to the Debentures; provided, however, that notwithstanding the Company foregoing the Corporation may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company Corporation shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's ’s benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock); and (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Company shall exercise its right to defer payment of interest as provided in Section 5.1, or (ii) 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock for another class of its capital stock); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the DebenturesDebentures (including, without limitation, the Company's 8.50% Junior Subordinated Debentures due 2028, issued to Southside Capital Trust I) or make any guarantee payment with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures (including, without limitation, the Company's 8.50% Junior Subordinated Debentures due 2028, issued to Southside Capital Trust I); provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1; or (ii) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may not permit any Subsidiary to, declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its the Company's capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of its capital stock, ; (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall may not, and may not permit any Subsidiary to, make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred and be continuing any event that would constitute an Event of Default; (ii) the Company an Extended Interest Payment Period shall have been declared and be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trustcontinuing; or (iii) the Company shall have given notice of is in default with respect to its election to defer payments of interest on such Debentures by extending obligations under the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuingPreferred Securities Guarantee, then (a) the Company may shall not, and may shall not permit any Subsidiary to, declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its the Company's capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of its capital stock, ; (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not, and shall not permit any Subsidiary to, make any payment of interestprincipal of, principal or interest or premium, if any, on, or repay, repurchase or redeem redeem, any debt securities issued by the Company which rank pari passu with or junior to the Debentures; (c) the Company shall not make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (cd) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.the

Limitation on Transactions. If Debentures are issued (a) the Company shall exercise its right to the Trust defer payment of interest as provided in Section 4.1; or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ib) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (ai) neither the Company may not, and may not permit nor any Subsidiary to, of its Subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stockCompany or such Subsidiary, (3) as the case may be, or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, (C) as a result of a reclassification of its capital stock for another class of its capital stock or (D) dividends payable by such Subsidiary to the Company or any of its Subsidiaries); (bii) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures; providedPROVIDED, howeverHOWEVER, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (ciii) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued (a) the Company shall exercise its right to the Trust defer payment of interest as provided in Section 4.1; or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ib) there shall have occurred any event that would constitute an Event of Default; , then (iii) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (bii) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which that rank pari passu with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that notwithstanding -------- ------- the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (ciii) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the as a result of a reclassification of any class of the Company's its capital stock into for another class of its capital stock, (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1, or (ii) 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock for another class of its capital stock); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures (including without limitation the Company's 9.25% Subordinated Debentures due 2027, issued to IFC Capital Trust I, the Company's 10.50% Subordinated Debentures due 2030 issued to IFC Capital Trust II, the Company's 8.75% Convertible Subordinated Debentures due 2030 issued to IFC Capital Trust III, the Company's 10.25% Subordinated Debentures due 2031 issued to IFC Capital Trust IV, and the Company's 9.95% Subordinated Debentures due 2031 issued to IFC Capital Trust V) or make any guarantee payment with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures of any series are issued to the a Trust or a trustee Trustee of the a Trust in connection with the issuance of Trust Securities by the such Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Securities Guarantee relating to the such Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture or any applicable supplement hereto and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock into another class of its capital stock); and (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the DebenturesDebentures of such series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures of such series; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities GuaranteeGuarantee relating to such Trust; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures of such series or any of the Preferred SecuritiesSecurities relating to such Trust.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee Trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock); and (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures (including without limitation the Company's 9.25% Subordinated Debentures due 2026, issued to IBC Capital Finance, a Delaware statutory trust or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued (a) the Company shall exercise its right to the Trust defer payment of interest as provided in Section 17.1; or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ib) there shall have occurred any event that would constitute an Event of Default; , then (iii) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class Common Stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of Common Stock of the Company's common stock Company related to the rights under any of the Company's ’s benefit plans for its or its subsidiaries' directors, officers or employees); (bii) the Company shall not make any payment of interest, principal or of (and premium, if any, ) or interest on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior in interest to the DebenturesDebt Securities of a series issued under this Indenture; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the applicable Preferred Securities Guarantee; and (ciii) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures Outstanding Debt Securities of such series or any of the Preferred Securities associated with such Debt Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee Trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock); and (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with (including without limitation the Company's 9.25% Subordinated Debentures due 2027 issued to IFC Capital Trust I) or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued (a) the Company shall exercise its right to the Trust defer payment of interest as provided in Section 4.1; or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ib) there shall have occurred any event that would constitute an Event of Default; , then (iii) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (bii) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (ciii) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Company shall exercise its right to defer payment of interest as provided in Section 5.1, or (ii) 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company's common stock, (3) or any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employeesemployees or any of the Company's dividend reinvestment plans, (C) purchases of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of the Company's capital stock or the security being converted or exchanged or (D) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of capital stock of the Company for another class of its capital stock); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities (including other debentures) issued by the Company which rank pari passu with or junior to the Debentures or make any guarantee payment with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company (including other guarantees) if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued (a) the Company shall exercise its right to the Trust defer payment of interest as provided in Section 4.1; or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ib) 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (ai) neither the Company may not, and may not permit nor any Subsidiary to, of its subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, (C) as a result of a reclassification of its capital stock for another class of its capital stock, or (D) dividends or distributions made by a subsidiary of the Company, provided that such dividends or distributions are necessary in order for such subsidiary to qualify as a "real estate investment trust" under Sections 856 and 857 of the Code); (bii) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (ciii) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee Trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's ’s benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock); and (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures (including without limitation the Company’s 9.25% Subordinated Debentures due 2026, issued to IBC Capital Finance, a Delaware statutory trust or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee Trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock); and (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with (including without limitation the Company's 9.00% Subordinated Debentures due 2028 issued to Wintrust Capital Trust I) or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of 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, thereto and (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee Trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Capital Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the as a result of a reclassification of any class of the Company's capital stock into another class of its capital stock, (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); and (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Capital Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Capital Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the combination or reclassification of any class of the Company's capital stock into another class of capital stock or the exchange or conversion of one class of its capital stock for another class or series of its capital stock, (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employeesemployees and (5) purchases by the Company of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of the capital stock or the security being converted or exchanged); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1; or (ii) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2i) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5ii) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that -------- ------- notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee Trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event of which the Company has actual knowledge that (i) with the giving of notice or the lapse of time, or both would constitute an Event of DefaultDefault in respect of which the Company shall not have taken reasonable steps to cure, (ii) an Event of Default shall have occurred and be continuing; (iiiii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iiiiv) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock); and (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1, or (ii) 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock for another class of its capital stock); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with (including without limitation the Company's 9.00% Subordinated Debentures due 2028, issued to Wintrust Capital Trust I, the Company's 10.50% Subordinated Debentures due 2030 issued to Wintrust Capital Trust II, the Company's LIBOR plus 3.25% Subordinated Debentures due 2033 issued to Wintrust Capital Trust III, the Company's LIBOR plus 2.80% Subordinated Debentures due 2033 issued to Wintrust Statutory Trust IV, and the Company's LIBOR plus 2.60% Subordinated Debentures due 2034 issued to Wintrust Statutory Trust V) or junior to the Debentures or make any guarantee payment with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1, or (ii) 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock for another class of its capital stock); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with (including without limitation the Company's 9.25% Subordinated Debentures due 2027 issued to IFC Capital Trust I) or junior to the Debentures or make any guarantee payment with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock); and (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1; or (ii) 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) neither the Company may not, and may not permit nor any Subsidiary to, of its Subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stockCompany or such Subsidiary, (3) as the case may be, or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's ’s benefit plans for its or its subsidiaries' directors, officers or employees, (C) as a result of a reclassification of its capital stock for another class of its capital stock, (D) dividends or distributions made by a Subsidiary to the Company, (E) dividends or distributions made by a Subsidiary to a Subsidiary, or (F) as a result of: (i) any exchange or conversion of any class or series of the Company’s capital stock (or any capital stock of a Subsidiary or Affiliate of the Company) for any class or series of the Company’s capital stock (or any capital stock of a Subsidiary or Affiliate of the Company); or (ii) any exchange or conversion of any class or series of the Company’s indebtedness ranking pari passu with or junior to the Debentures for any class or series of the Company’s capital stock (or any capital stock of a Subsidiary or Affiliate of the Company); (b) neither the Company nor any Subsidiary shall not make any payment of interestprincipal, principal interest or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company or any Subsidiary which rank pari passu with (including without limitation the Company’s 9.25% Subordinated Debentures due 2027 issued to First Preferred Capital Trust I, the Company’s 10.24% Subordinated Debentures due 2030 issued to First Preferred Capital Trust II and the Company’s 9.00% Subordinated Debentures due 2031 issued to First Preferred Capital Trust III) or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) , may redeem or otherwise acquire any such debt securities corresponding to trust preferred securities that are beneficially owned by the Company and are surrendered to the appropriate trustee, and may acquire its outstanding indebtedness in a transaction described in Section 4.3(a)(F) above. The term “capital stock” as used in this Indenture shall not redeeminclude the 8.50% Subordinated Debentures due 2028 issued by First Banks America, purchase Inc. to First America Capital Trust or acquire less than all of the outstanding Debentures or any of the 8.50% Cumulative Trust Preferred SecuritiesSecurities issued by First America Capital Trust.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ia) there shall have occurred any event that would constitute an Event of Default; (iib) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iiic) if the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such periodExtension Period, or any extension thereof, shall be continuing, then (ai) neither the Company may not, and may not permit nor any Subsidiary to, of its Subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stockCompany or such Subsidiary, (3) as the case may be, or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's ’s benefit plans for its or its subsidiaries' directors, officers or employees, (C) as a result of a reclassification of its capital stock or (D) dividends payable by such Subsidiary to the Company or any of its Subsidiaries); (bii) the Company shall not make any payment of interestprincipal, principal interest or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (ciii) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event of which the Company has knowledge and has not taken reasonable steps to cure that would constitute an Event of Default; (ii) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2i) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash dividend in connection with the implementation of a shareholder 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, (4) payments under the Preferred Securities Guarantee and (5ii) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not make any payment of interestprincipal, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ia) there shall have occurred any event that would constitute an Event of Default; (iib) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iiic) if the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such periodExtension Period, or any extension thereof, shall be continuing, then (ai) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of 22 29 the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (bii) the Company shall not make any payment of interestprincipal, principal interest or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to -------- ------- its obligations under the Preferred Securities Guarantee; and (ciii) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1, or (ii) 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock for another class of its capital stock); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures (including without limitation the Company's 9.25% Subordinated Debentures due 2026, issued to IBC Capital Finance, a Delaware statutory trust or make any guarantee payment with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that notwithstanding the foregoing, the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1; (ii) 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of is in default with respect to its election to defer payments of interest on such Debentures by extending obligations under the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuingGuarantee, then (a) the Company may will not, and may will not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2I) dividends or distributions payable in any class common stock of the Company's common stockCompany or such Subsidiary, (3) as the case may be, or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5II) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, (III) as a result of a reclassification of its capital stock for another class of its capital stock, or (IV) declarations or payments of dividends or distributions on capital stock by a Subsidiary of the Company to the Company or any of its Subsidiaries); (b) the Company shall not and will not permit any Subsidiary to make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures or make any guarantee payment with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.the

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Company shall exercise its right to defer payment of interest as provided in Section 5.1, or (ii) 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's ’s benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock for another class of its capital stock), or allow any of its Subsidiaries to take any such action with respect to such Subsidiaries’ capital stock (other than payment of dividends or distributions to the Company; (b) the Company shall not make make, or allow any of its Subsidiaries to make, any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; (c) the Company shall not make, or allow any of its Subsidiaries to make, any guarantee payment with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (cd) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1i) as a result of a reclassification of its capital stock for another class of its capital stock; or (ii) the reclassification of any class conversion of the Company's capital stock into another class of capital stockClass A Convertible, (2) dividends or distributions payable in any class of Adjustable Rate Preferred Stock to the Company's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employeespar value $250.00 per share); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1, (ii) there shall have occurred and be continuing any event that would constitute an Event of Default; , or (iiiii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) Guarantee, then the Company shall have given notice not, and shall not allow any of its election subsidiaries to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock of the Company or any subsidiary of the Company (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' the directors, officers or employeesemployees of the Company or any of its subsidiaries, (C) as a result of a reclassification of its capital stock for another class of its capital stock or (D) dividends or distributions payable to the Company by any subsidiary of the Company); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company or any subsidiary of the Company which rank pari passu with or junior to the Debentures or make any guarantee payment with respect to any guarantee by the Company or any subsidiary of the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and or (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2i) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash dividend in connection with the implementation of a shareholder 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, (4) payments under the Preferred Securities Guarantee and (5ii) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company Corporation shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company Corporation shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and Corporation may not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its Corporation's capital stock (other than (1) the reclassification of any class of the CompanyCorporation's capital stock into another class of capital stock, (2) dividends or distributions payable in any class of the CompanyCorporation's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the CompanyCorporation's common stock related to the rights under any of the CompanyCorporation's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.or

Limitation on Transactions. If Debentures are issued (a) the Company shall exercise its right to the Trust defer payment of interest as provided in Section 4.1 or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ib) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (ai) neither the Company may not, and may not permit nor any Subsidiary to, of its Subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stockCompany or such Subsidiary, (3) as the case may be, or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's ’s benefit plans for its or its subsidiaries' directors, officers or employees, (C) as a result of a reclassification of its capital stock for another class of its capital stock or (D) dividends payable by such Subsidiary to the Company or any of its Subsidiaries); (bii) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (ciii) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.. Article V

Limitation on Transactions. If Debentures are issued to the Trust or a trustee Trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock); and (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures (including without limitation the Company's 9.25% Subordinated Debentures due 2027, issued to IFC Capital Trust I, the Company's 10.50% Subordinated Debentures due 2030 issued to IFC Capital Trust II, the Company's 8.75% Convertible Subordinated Debentures due 2030 issued to IFC Capital Trust III, the Company's 10.25% Subordinated Debentures due 2031 issued to IFC Capital Trust IV, and the Company's 9.95% Subordinated Debentures due 2031 issued to IFC Capital Trust V) or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If during the time Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, or the occurrences in the foregoing clauses (i) and (ii), as the case may be, shall be continuing, then (aA) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the as a result of a reclassification of any class of the Company's capital stock into another class of its capital stock, (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (bB) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (cC) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred SecuritiesDebentures.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ia) there shall have occurred any event that would constitute and be continuing an Event of Default; (iib) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iiic) if the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such periodExtension Period, or any extension thereof, shall be continuing, then (ai) neither the Company may not, and may not permit nor any Subsidiary to, of its subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees), (C) as a result of a reclassification of its capital stock, or (D) dividends or distributions made by a subsidiary of the Company, provided that such dividends or distributions are necessary in order for such subsidiary to qualify as a "real estate investment trust" under Sections 856 and 857 of the Code) or made to the Company or to any subsidiary of the Company; (bii) the Company shall not make make, or allow any of its subsidiaries to make, any payment of interestprincipal, principal interest or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior in interest to the Debentures or make, or allow any of its subsidiaries to make, any guarantee payment with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (ciii) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.. 27NEXT PAGE

Limitation on Transactions. If Debentures of any series are issued to the a Trust or a trustee Trustee of the a Trust in connection with the issuance of Trust Securities by the such Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Securities Guarantee relating to the such Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture or any applicable supplement hereto and such period, or any extension thereof, shall be continuing, then (a) the Company may notshall not declare or pay, and may shall not permit allow any Subsidiary to, of its Subsidiaries to declare or pay pay, any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in common stock of the Company or any class Subsidiary of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, (C) as a result of a reclassification of its capital stock into another class of its capital stock, or (D) payments of dividends or distributions to the Company); and (b) the Company shall not make make, and shall not allow any of its Subsidiaries to make, any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the DebenturesDebentures of such series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures of such series; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities GuaranteeGuarantee relating to such Trust; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures of such series or any of the Preferred SecuritiesSecurities relating to such Trust.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ia) there shall have occurred any event that would constitute an Event of Default; (iib) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iiic) if the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such periodExtension Period, or any extension thereof, shall be continuing, then (ai) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (bii) the Company shall not make any payment of interestprincipal, principal interest or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (ciii) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1; (ii) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of is in default with respect to its election to defer payments of interest on such Debentures by extending obligations under the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, Preferred Securities Guarantee then (a) the Company may will not, and may will not permit any Subsidiary to, declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its the Company's capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of its capital stock, ; (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall will not, and will not permit any Subsidiary to, make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures of any series are issued to the a Trust or a trustee Trustee of the a Trust in connection with the issuance of Trust Securities by the such Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Securities Guarantee relating to the such Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture or any applicable supplement hereto and such period, or any extension thereof, shall be continuing, then (a) the Company may notshall not declare or pay, and may shall not permit allow any Subsidiary to, of its Subsidiaries to declare or pay pay, any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in common stock of the Company or any class Subsidiary of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, (C) as a result of a reclassification of its capital stock into another class of its capital stock, or (D) payments of dividends or distributions to the Company); and (b) the Company shall not make make, and shall not allow any of its Subsidiaries to make, any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu PARI PASSU with or junior to the DebenturesDebentures of such series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks PARI PASSU with or junior in interest to the Debentures of such series; providedPROVIDED, howeverHOWEVER, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities GuaranteeGuarantee relating to such Trust; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures of such series or any of the Preferred SecuritiesSecurities relating to such Trust.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1; or (ii) 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) neither the Company may not, and may not permit nor any Subsidiary to, of its Subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stockCompany or such Subsidiary, (3) as the case may be, or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees), (C) as a result of a reclassification of its capital stock for another class of its capital stock, or (D) dividends payable by such Subsidiary to the Company or any of its Subsidiaries; (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with (including without limitation the Company's 9.25% Subordinated Debentures due 2027 issued to First Preferred Capital Trust I) or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities. The term "capital stock" as used in this Indenture shall not include the 8.50% Subordinated Debentures due 2028 issued by First Banks America, Inc. to First America Capital Trust or the 8.50% Cumulative Trust Preferred Securities issued by First America Capital Trust.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1, or (ii) 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employeesemployees or a dividend reinvestment plan, or (C) as a result of a reclassification of its capital stock for another class of its capital stock, or the exchange or conversion of any one class or series of the Company's capital stock for another class or series of the Company's capital stock pursuant to the conversion or exchange provisions of that capital stock, or purchases of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of that capital stock or the security being converted or exchanged, purchases of fractional interests in shares of the Company's capital stock issued or issuable to the stockholders of an unaffiliated third party and payments made in respect of not more than ten percent (10%) of the outstanding shares of capital stock of the Company held by shareholders of the Company who exercise dissenters' rights required to be afforded to them by applicable law, in each case pursuant to a merger, consolidation or other business combination with an unaffiliated third party in an arm's-length transaction entered into in good faith); (b) the Company shall not make or allow any of its Subsidiaries to make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures or make or allow any of its Subsidiaries to make any guarantee payment with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) if the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such periodExtension Period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2i) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5ii) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not make any payment of interestprincipal, principal interest or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its -------- ------- obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. (a) If Debentures are issued to the Trust or a trustee Trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, shall not and may will not permit any Subsidiary to, to declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2I) dividends or distributions payable in any class common stock of the Company's common stockCompany or such Subsidiary, (3) as the case may be, or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5II) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); , (bIII) as a result of a reclassification of its capital stock for another class of its capital stock, or (IV) declarations or payments of dividends or distributions on capital stock by a Subsidiary of the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by to the Company which rank pari passu with or junior to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.its Subsidiaries); and

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such periodExtension Period, or any extension thereof, shall be continuing, then (a) neither the Company may not, and may not permit nor any Subsidiary to, of its Subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stockCompany or such Subsidiary, (3) as the case may be, or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees), (C) as a result of a reclassification of its capital stock, or (D) dividends payable by such Subsidiary to the Company or any of its Subsidiaries; (b) the Company shall not make any payment of interestprincipal, principal interest or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with (including without limitation the Company's 9.25% Subordinated Debentures due 2027 issued to First Preferred Capital Trust I) or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee Trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock); and (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with (including without limitation the Company's 9.00% Subordinated Debentures due 2028, issued to Wintrust Capital Trust I, the Company's 10.50% Subordinated Debentures due 2030 issued to Wintrust Capital Trust II, the Company's LIBOR plus 3.25% Subordinated Debentures due 2033 issued to Wintrust Capital Trust III, the Company's LIBOR plus 2.80% Subordinated Debentures due 2033 issued to Wintrust Statutory Trust IV, and the Company's LIBOR plus 2.60% Subordinated Debentures due 2034 issued to Wintrust Statutory Trust V) or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ia) there shall have occurred any event that would constitute and be continuing an Event of Default; (iib) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iiic) if the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such periodExtension Period, or any extension thereof, shall be continuing, then (ai) neither the Company may not, and may not permit nor any Subsidiary to, of its Subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, (C) as a result of a reclassification of its capital stock, or (D) dividends or distributions made by a Subsidiary to the Company, (E) dividends or distributions made by a Subsidiary to a Subsidiary or (F) dividends or distributions on the currently outstanding preferred stock of D & N Capital Corporation, a Subsidiary of the Company); (bii) neither the Company nor any Subsidiary shall not make any payment of interestprincipal, principal interest or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company or any Subsidiary which rank pari passu with or junior in interest to the Debentures or make any guarantee payments with respect to any guarantee by the Company of any debt securities if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Company may make -------- ------- payments pursuant to its obligations under the Preferred Securities Guarantee; and (ciii) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1, or (ii) 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock for another class of its capital stock); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with (including without limitation the Company's 9.00% Subordinated Debentures due 2028 issued to Wintrust Capital Trust I) or junior to the Debentures or make any guarantee payment with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) if the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such periodExtension Period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not make any payment of interestprincipal, principal interest or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee Trustee of the Trust in connection with the issuance of Trust Securities by the 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 any of its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments payment of interest on such the Debentures by extending the interest payment period as provided in this Indenture Section 4.1 and such deferral period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' the directors, officers or employeesemployees of the Company or any of its subsidiaries, or (C) as a result of a reclassification of its capital stock for another class of its capital stock); and (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior in interest to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that notwithstanding the foregoing, the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1; (ii) there shall have occurred any event that would constitute an Event of Default; : or (iiiii) the Company shall be is in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may will not, and may will not permit any Subsidiary to, declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its the Company's capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of its capital stock, ; (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall will not, and will not permit any Subsidiary to, make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred any event that would constitute an Event of Default; (ii) the Company shall be in default with respect to any of its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's ’s benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock for another class of its capital stock), or allow any of its Subsidiaries to take any such action with respect to such Subsidiaries’ capital stock (other than payment of dividends or distributions to the Company; (b) the Company shall not make make, or allow any of its Subsidiaries to make, any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; (c) the Company shall not make, or allow any of its Subsidiaries to make, any guarantee payment with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (cd) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1, or (ii) 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's ’s benefit plans for its or its subsidiaries' directors, officers or employees, or (C) as a result of a reclassification of its capital stock for another class of its capital stock); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures (including without limitation the Company’s 9.25% Subordinated Debentures due 2026, issued to IBC Capital Finance, a Delaware statutory trust); (c) make any guarantee payment with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior to the Debentures; provided, however, that notwithstanding the foregoing, the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (cd) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.

Limitation on Transactions. If during the time Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (i) there shall have occurred 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 the Preferred Securities Guarantee relating to the Trust; or (iii) the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such period, or any extension thereof, or the occurrences in the foregoing clauses (i) and (ii), as the case may be, shall be continuing, then (a) the Company may not, and may shall not permit any Subsidiary to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the as a result of a reclassification of any class of the Company's capital stock into another class of its capital stock, (2) dividends or distributions payable in any class of the Company's common stock, (3) any declaration of 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, (4) payments under the Preferred Securities Guarantee and (5) purchases of the Company's common stock related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees); (b) the Company shall not make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (c) the Company shall not redeem, purchase or acquire less than all of the outstanding Debentures or any of the Preferred SecuritiesDebentures.

Limitation on Transactions. If Debentures are issued to the Trust or a trustee of the Trust in connection with the issuance of Trust Securities by the Trust and (ia) there shall have occurred any event that would constitute and be continuing an Event of Default; (iib) the Company shall be in default with respect to its payment of any obligations under the Preferred Securities Guarantee relating to the Trust; or (iiic) if the Company shall have given notice of its election to defer payments of interest on such Debentures by extending the interest payment period as provided in this Indenture and such periodExtension Period, or any extension thereof, shall be continuing, then (ai) neither the Company may not, and may not permit nor any Subsidiary to, of its subsidiaries shall declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (other than (1) the reclassification of any class of the Company's capital stock into another class of capital stock, (2A) dividends or distributions payable in any class common stock of the Company's common stock, (3) or any declaration of a non-cash 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, (4) payments under the Preferred Securities Guarantee and (5B) purchases of the Company's common stock of the Company related to the rights under any of the Company's benefit plans for its or its subsidiaries' directors, officers or employees, (C) as a result of a reclassification of its capital stock, or (D) dividends or distributions made by a subsidiary of the Company, provided that such dividends or distributions are necessary in order for such subsidiary to qualify as a "real estate investment trust" under Sections 856 and 857 of the Code); (bii) the Company shall not make any payment of interestprincipal, principal interest or premium, if any, or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior in interest to the Debentures; provided, however, that the Company may make payments pursuant to its obligations under the Preferred Securities Guarantee; and (ciii) the Company shall not redeem, purchase or acquire less than all of the outstanding Outstanding Debentures or any of the Preferred Securities.