Common use of Additional Covenants Clause in Contracts

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's ’s capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stock, (C) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's ’s capital stock, or (ii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stock, (C) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, thereto or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock’s Equity Interests, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any of such Subsidiary’s Equity Interests entitling the holders thereof to a stated rate of return, other than dividends or distributions on Equity Interests issued by any Subsidiary solely payable to the Company or any Subsidiary thereof (for the avoidance of doubt, whether such Equity Interests are perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with the issuance of capital stock Equity Interests of the Company (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the applicable Event of Default or Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock ’s Equity Interests (or any capital stock Equity Interests of a Subsidiary of the Company) for any class or series of the Company's capital stock ’s Equity Interests or of any class or series of the Company's ’s indebtedness for any class or series of the Company's capital stock’s Equity Interests, (C) the purchase of fractional interests in shares Equity Interests of the Company's capital stock Company pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock Equity Interests or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is are the same stock Equity Interests as that those on which the dividend is being paid or ranks rank pari passu with or junior to such stockEquity Interests).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock’s Equity Interests, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of any such Subsidiary’s preferred stock or other Equity Interests entitling the holders thereof to a stated rate of return (for the avoidance of doubt, whether such preferred stock or other Equity Interests are perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with the issuance of capital stock Equity Interests of the Company (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodEvent of Default, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock ’s Equity Interests (or any capital stock Equity Interests of a Subsidiary of the Company) for any class or series of the Company's capital stock ’s Equity Interests or of any class or series of the Company's ’s indebtedness for any class or series of the Company's capital stock’s Equity Interests, (C) the purchase of fractional interests in shares Equity Interests of the Company's capital stock Company pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock Equity Interests or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is the same stock Equity Interests as that on which the dividend is being paid or ranks pari passu with or junior to such stock)Equity Interests) or (F) any transaction consented to in writing by Holders of not less than a majority in principal amount of Outstanding Securities.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities Senior Notes that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares Equity Interests of the Company's capital stock, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any preferred Equity Interests of such Subsidiaries or other Equity Interests entitling the holders thereof to a stated rate of return (for the avoidance of doubt, whether such preferred Equity Interests are perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium premium, if any, 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 Securities Senior Notes (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock Equity Interests purchase plan or in connection with the issuance of capital stock of Equity Interests in the Company (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodEvent of Default, (B) as a result of an exchange exchange, conversion reclassification or conversion combination of any class or series of the Company's capital stock ’s Equity Interests (or any capital stock of Equity Interests in a Subsidiary of the Company) for any class or series of the Company's capital stock ’s Equity Interests or of any class or series of the Company's ’s indebtedness for any class or series of the Company's capital stock’s Equity Interests, (C) the purchase of fractional interests in shares the Equity Interests of the Company's capital stock Company pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock Equity Interests or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, thereto or (E) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interest or the stock Equity Interest issuable upon exercise of such warrants, options or other rights is the same stock Equity Interest as that on which the dividend is being paid or ranks pari passu with or junior to such stockEquity Interest).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stockEquity Interests, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any of such Subsidiary's Equity Interests entitling the holders thereof to a stated rate of return, other than dividends or distributions on Equity Interests issued by any Subsidiary solely payable to the Company or any Subsidiary thereof (for the avoidance of doubt, whether such Equity Interests are perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with the issuance of capital stock Equity Interests of the Company (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the applicable Event of Default or Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock Equity Interests (or any capital stock Equity Interests of a Subsidiary of the Company) for any class or series of the Company's capital stock Equity Interests or of any class or series of the Company's indebtedness for any class or series of the Company's capital stockEquity Interests, (C) the purchase of fractional interests in shares Equity Interests of the Company's capital stock Company pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock Equity Interests or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is are the same stock Equity Interests as that those on which the dividend is being paid or ranks rank pari passu with or junior to such stockEquity Interests).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's ’s capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Event of Default or Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stock, (C) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stockEquity Interests, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of any such Subsidiary's preferred stock or other Equity Interests entitling the holders thereof to a stated rate of return (for the avoidance of doubt, whether such preferred stock or other Equity Interests are perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with the issuance of capital stock Equity Interests of the Company (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodEvent of Default, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock Equity Interests (or any capital stock Equity Interests of a Subsidiary of the Company) for any class or series of the Company's capital stock Equity Interests or of any class or series of the Company's indebtedness for any class or series of the Company's capital stockEquity Interests, (C) the purchase of fractional interests in shares Equity Interests of the Company's capital stock Company pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock Equity Interests or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, thereto or (E) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is the same stock Equity Interests as that on which the dividend is being paid or ranks pari passu with or junior to such stockEquity Interests).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the Company's ’s capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stock, (C) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (ix) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (iiy) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (Aa) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension PeriodPeriod or other event referred to below, (Bb) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (Cc) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (Dd) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan Plan, or the redemption or repurchase of rights pursuant thereto, or (Ee) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)) if at such time (i) there shall have occurred any event (A) of which the Company has actual knowledge that with the giving of notice or the lapse of time, or both, would constitute an Event of Default with respect to the Securities, and (B) which the Company shall not have taken reasonable steps to cure, (ii) if the Securities are held by the Issuer Trust, the Company shall be in default with respect to its payment of any obligations under the Guarantee relating to the Preferred Securities issued by the Issuer Trust, or (iii) the Company shall have given notice of its election to begin an Extension Period with respect to the Securities as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. The Company also covenants with each Holder of Securities issued to the Issuer Trust (i) to hold, directly or indirectly, 100% of the Common Securities of the Issuer Trust, provided that any permitted successor of the Company as provided under Section 8.2 may succeed to the Company's ownership of such Common Securities, (ii) as holder of such Common Securities, not to voluntarily terminate, windup or liquidate the Issuer Trust, other than (a) in connection with a distribution of the Securities to the holders of the Preferred Securities in liquidation of the Issuer Trust, or (b) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement, and (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Issuer Trust to continue not to be taxable as a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (ii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, thereto or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's ’s capital stock (for the avoidance of doubt, the term “capital stock” includes both common stock and preferred stock of the Company), (ii) vote in favor of or permit or otherwise allow any of its subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of such subsidiaries preferred stock (for the avoidance of doubt, whether such preferred stock is perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Periodsuch Event of Default, (B) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stock, (C) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, thereto or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's ’s capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (B) as a result of an a reclassification of the Guarantor’s capital stock or the exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stock, (C) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend or distribution in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend or distribution in the form of stock, warrants, options or other rights where the dividend or distribution stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend or distribution is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees Guarantor covenant and agree with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock’s or the Guarantor’s Equity Interests, (ii) vote in favor of or permit or otherwise allow any of its respective Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of any such Subsidiary’s preferred stock or other Equity Interests entitling the holders thereof to a stated rate of return, other than dividends or distributions on Equity Interests payable to the Guarantor, the Company or any Subsidiary thereof (for the avoidance of doubt, whether such preferred stock or other Equity Interests are perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium on or repay, repurchase or redeem any debt securities of the Company or Guarantor that rank pari passu in all respects with or junior in interest to the Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company or Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock Equity Interests of the Company or Guarantor (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodEvent of Default, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock ’s or the Guarantor’s Equity Interests (or any capital stock Equity Interests of a Subsidiary of the CompanyCompany or Guarantor) for any class or series of the Company's capital stock ’s or the Guarantor’s Equity Interests or of any class or series of the Company's ’s or the Guarantor’s indebtedness for any class or series of the Company's capital stock’s or the Guarantor’s Equity Interests, (C) the purchase of fractional interests in shares of the Company's capital stock ’s or the Guarantor’s Equity Interests pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interest or the stock Equity Interest issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks rank pari passu with or junior to such stockEquity Interests).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities of each series that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (ix) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (iiy) make any payment of principal of or any interest or premium premium, if any, 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 Securities of such series (other than (Aa) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension PeriodPeriod or other event referred to below, (Bb) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (Cc) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (Dd) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan Plan, or the redemption or repurchase of rights pursuant thereto, or (Ee) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)) if at such time (i) there shall have occurred any event (A) of which the Company has actual knowledge that with the giving of notice or the lapse of time, or both, would constitute an Event of Default with respect to the Securities of such series, and (B) which the Company shall not have taken reasonable steps to cure, (ii) if the Securities of such series are held by an Issuer Trust, the Company shall be in default with respect to its payment of any obligations under the Guarantee relating to the Preferred Securities issued by such Issuer Trust, or (iii) the Company shall have given notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. The Company also covenants with each Holder of Securities of a series issued to an Issuer Trust (i) to hold, directly or indirectly, 100% of the Common Securities of such Issuer Trust, provided that any permitted successor of the Company as provided under Section 8.2 may succeed to the Company's ownership of such Common Securities, (ii) as holder of such Common Securities, not to voluntarily terminate, windup or liquidate such Issuer Trust, other than (a) in connection with a distribution of the Securities of such series to the holders of the related Preferred Securities in liquidation of such Issuer Trust, or (b) in connection with certain mergers, consolidations or amalgamations permitted by the related Trust Agreement, and (iii) to use its reasonable efforts, consistent with the terms and provisions of such Trust Agreement, to cause such Issuer Trust to continue not to be taxable as a corporation for United States Federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Event of Default or Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock’s Equity Interests, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any of such Subsidiary’s Equity Interests entitling the holders thereof to a stated rate of return, other than dividends or distributions on Equity Interests issued by any Subsidiary solely payable to the Company or any Subsidiary thereof (for the avoidance of doubt, whether such Equity Interests are perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with the issuance of capital stock Equity Interests of the Company (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the applicable Event of Default or Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock ’s Equity Interests (or any capital stock Equity Interests of a Subsidiary of the Company) for any class or series of the Company's capital stock ’s Equity Interests or of any class or series of the Company's ’s indebtedness for any class or series of the Company's capital stock’s Equity Interests, (C) the purchase of fractional interests in shares Equity Interests of the Company's capital stock Company pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock Equity Interests or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is are the same stock Equity Interests as that those on which the dividend is being paid or ranks rank pari passu with or junior to such stockEquity Interests), or (F) if the failure to do so would cause a default event.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock’s Equity Interests, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of any such Subsidiary’s preferred stock or other Equity Interests entitling the holders thereof to a stated rate of return (for the avoidance of doubt, whether such preferred stock or other Equity Interests are perpetual or otherwise) other than to the Company, or (iiiii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock Equity Securities of the Company (or securities convertible into or exercisable for such capital stockEquity Securities) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, date of the event of default (B) as a result of an exchange or conversion of any class or series of the Company's capital stock ’s Equity Interests (or any capital stock Equity Securities of a Subsidiary of the Company) for any class or series of the Company's capital stock ’s Equity Interests or of any class or series of the Company's ’s indebtedness for any class or series of the Company's capital stock’s Equity Interests, (C) the purchase of fractional interests in shares of the Company's capital stock ’s Equity Interests pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, thereto or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities of each series that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (ix) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (iiy) make any payment of principal of or any interest or premium premium, if any, 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 Securities of such series (other than (Aa) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension PeriodPeriod or other event referred to below, (Bb) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (Cc) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (Dd) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan Plan, or the redemption or repurchase of rights pursuant thereto, or (Ee) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)) if at such time (i) there shall have occurred any event (A) of which the Company has actual knowledge that with the giving of notice or the lapse of time, or both, would constitute an Event of Default with respect to the Securities of such series, and (B) which the Company shall not have taken reasonable steps to cure, (ii) if the Securities of such series are held by an Issuer Trust, the Company shall be in default with respect to its payment of any obligations under the Guarantee relating to the Capital Securities issued by such Issuer Trust, or (iii) the Company shall have given notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. The Company also covenants with each Holder of Securities of a series issued to an Issuer Trust (i) to hold, directly or indirectly, 100% of the Common Securities of such Issuer Trust, provided that any permitted successor of the Company as provided under Section 8.2 may succeed to the Company's ownership of such Common Securities, (ii) as holder of such Common Securities, not to voluntarily terminate, windup or liquidate such Issuer Trust, other than (a) in connection with a distribution of the Securities of such series to the holders of the related Capital Securities in liquidation of such Issuer Trust, or (b) in connection with certain mergers, consolidations or amalgamations permitted by the related Trust Agreement, and (iii) to use its reasonable efforts, consistent with the terms and provisions of such Trust Agreement, to cause such Issuer Trust to continue not to be taxable as a corporation for United States Federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's ’s capital stock (for the avoidance of doubt, the term “capital stock” includes both common stock and preferred stock of the Company), (ii) vote in favor of or permit or otherwise allow any of its subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of such subsidiaries preferred stock (for the avoidance of doubt, whether such preferred stock is perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension PeriodEvent of Default, (B) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stock, (C) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, thereto or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay (other than to the Company or a Subsidiary of the Company) any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of any such Subsidiary's preferred stock or other capital stock (not held by the Company or a Subsidiary of the Company) entitling the holders thereof to a stated rate of return (for the avoidance of doubt, whether such preferred stock or other capital stock are perpetual or otherwise) except where any such dividends, distributions, redemptions, purchases, acquisitions, liquidation payments or retirements are required by the organizational documents of, or other agreements binding on, such Subsidiary or otherwise required in order to make concurrent or future distributions to the Company or a Subsidiary of the Company, or (iiiii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company or any of its Subsidiaries in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company or any of its Subsidiaries (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodEvent of Default, (B) as a result of an exchange exchange, conversion, reclassification or conversion combination of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's or a Subsidiary's capital stock or of any class or series of the Company's or a Subsidiary's indebtedness for any class or series of the Company's or a Subsidiary's capital stock, (C) the purchase of fractional interests in shares of the Company's or a Subsidiary's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with -------------------- each Holder of Securities of a series issued to a Commonwealth Bankshares Capital Trust that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall will not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or any principal, interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu in all respects with or junior in interest to the ---- ----- Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of debt securities of any subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with or junior ---- ----- in interest to the Securities (other than (Aa) repurchasesdividends or distributions in Common Stock of the Company, redemptions (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or other the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Company Guarantee, (d) purchases or acquisitions of shares of capital stock of the Company Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock contractual obligation of the Company (other than a contractual obligation ranking pari passu with or securities convertible into or exercisable for such capital stock) as consideration junior in an acquisition transaction entered into prior interest to the applicable Extension Periodthese Securities), ---- ----- (Be) as a result of an a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any another 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, (Cf) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), if at such time (i) there shall have occurred an Event of Default, (Dii) the Company shall be in default with respect to its payment of any declaration obligations under the related Company Guarantee or (iii) the Company shall have given notice of its election to begin an Extension Period as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. The Company also covenants with each Holder of Securities of a dividend series issued to a Commonwealth Bankshares Capital Trust (i) to maintain directly, or indirectly through a wholly owned Subsidiary, 100% ownership of the Common Securities of such Commonwealth Bankshares Capital Trust; provided, however, -------- ------- that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities, (ii) not to voluntarily terminate, wind-up or liquidate such Commonwealth Bankshares Capital Trust, except (a) in connection with any Rights Plan, a distribution of the issuance Securities of rights, stock or other property under any Rights Plan or such series to the redemption or repurchase holders of rights pursuant thereto, Capital Securities in liquidation of such Commonwealth Bankshares Capital Trust or (Eb) any dividend in connection with certain mergers, consolidations or amalgamations permitted by the form of stockrelated Trust Agreement and (iii) to use its reasonable best efforts, warrants, options or other rights where consistent with the dividend stock or the stock issuable upon exercise terms and provisions of such warrantsTrust Agreement, options or other rights is the same stock (x) not to adversely affect such Commonwealth Bankshares Capital Trust's status as that on which the dividend is being paid or ranks pari passu with or junior a grantor trust and (y) not to cause such stock)Commonwealth Bankshares Capital Trust to be classified as an association taxable as a corporation for United States Federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (ix) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock’s Equity Interests, (y) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of any such Subsidiary’s preferred stock or other Equity Interests entitling the holders thereof to a stated rate of return (iifor the avoidance of doubt, whether such preferred stock or other Equity Interests are perpetual or otherwise) other than to the Company or (z) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock Equity Securities of the Company (or securities convertible into or exercisable for such capital stockEquity Securities) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodEvent of Default, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock ’s Equity Interests (or any capital stock Equity Securities of a Subsidiary of the Company) for any class or series of the Company's capital stock ’s Equity Interests or of any class or series of the Company's ’s indebtedness for any class or series of the Company's capital stock’s Equity Interests, (C) the purchase of fractional interests in shares of the Company's capital stock ’s Equity Interests pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock), or (F) any declaration or payment of a dividend or other distribution in order for the Company to maintain its status as a REIT, provided that any such declaration or payment shall be in the form of stock to the extent permitted by the Code or under Internal Revenue Service Revenue Procedure 2008-68 or subsequent guidance and commercially reasonable to do so.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities of any series that if an Event of Default it shall have occurred not, and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not permit any Subsidiary of the Company to, (ia) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock (which includes common and preferred stock), or (iib) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Securities other than the Securities of such series) that rank pari passu in all respects with or junior in interest to the Securities of such series or make any guarantee payments with respect to any guarantee by the Company of debt securities of any subsidiary of the Company if such guarantee ranks pari passu in all respects with or junior in interest to the Securities (other than (Aa) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital which includes common and preferred stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period), (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (Db) any declaration of a dividend in connection with any Rights Plan, the issuance implementation of rights, stock or other property under any Rights Plan a rights plan or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the GBB Guarantee related to the Preferred Securities issued by the GBB Trust holding Securities of such series, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees or related to the issuance of Common Stock (or securities convertible into or exchangeable for common stock) as consideration in an acquisition transaction) if at such time (i) there shall have occurred any event of which the Company has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default with respect to the Securities of such series and (B) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if the Securities of such series are held by a GBB Trust, the Company shall be in default with respect to its payment of any obligations under the GBB Guarantee relating to the Preferred Securities issued by such GBB Trust or (Eiii) any dividend in the form Company shall have given notice of stock, warrants, options or other rights where its election to begin an Extension Period with respect to the dividend stock or the stock issuable upon exercise Securities of such warrantsseries as provided herein and shall not have rescinded such notice, options or other rights is such Extension Period, or any extension thereof, shall be continuing. The Company also covenants with each Holder of Securities of a series issued to a GBB Trust (i) to maintain directly or indirectly 100% ownership of the same stock Common Securities of such GBB Trust; provided, however, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities, (ii) not to voluntarily terminate, wind-up or liquidate such GBB Trust, except (a) in connection with a distribution of the Securities of such series to the holders of Trust Securities in liquidation of such GBB Trust or (b) in connection with certain mergers, consolidations or amalgamations permitted by the related Trust Agreement and (iii) to use its reasonable efforts, consistent with the terms and provisions of such Trust Agreement, to cause such GBB Trust to remain classified as that on which the dividend is being paid or ranks pari passu with or junior to such stock)a grantor trust and not an association taxable as a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities of each series that if an Event of Default it shall have occurred not, and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not permit any Subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (ii) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu with or junior in all respects interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities (other than (Aa) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (Db) any declaration of a dividend in connection with any Rights Plan, the issuance implementation of rights, stock or other property under any a Rights Plan or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan, (c) payments under the Guarantee with respect to the Preferred Securities relating to Securities of such Series, and (d) purchases of Common Stock related to the issuance of Common Stock or rights or options under any of the Company's benefit plans for its directors, officers, employees or other persons within the definition of "employee" for purposes of a registration of shares for an employee benefit plan of the Company, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan, or related to the issuance of Common Stock (Eor securities convertible or exchangeable for Common Stock) as consideration in an acquisition transaction) if at such time (x) there shall have occurred any dividend in event of which the form Company has actual knowledge that (A) with the giving of stock, warrants, options or other rights where the dividend stock notice or the stock issuable upon exercise lapse of time or both, would constitute an Event of Default with respect to the Securities of such warrants, options or other rights is the same stock as that on series and (B) in respect of which the dividend is being paid Company shall not have taken reasonable steps to cure, (y) if the Securities of such series are held by a Trust, the Company shall be in default with respect to its payment of any obligations under the Guarantee relating to the Preferred Securities issued by such Trust or ranks pari passu (z) the Company shall have given notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or junior such Extension Period, or any extension thereof, shall be continuing. The Company also covenants with each Holder of Securities of a series issued to a Trust (i) to maintain directly or indirectly 100% ownership of the Common Securities of such stock)Trust; provided, however, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities, (ii) not to voluntarily terminate, wind-up or liquidate such Trust, except (a) in connection with a distribution of the Securities of such series to the holders of the Trust Securities of such Trust in liquidation of such Trust or (b) in connection with certain mergers, consolidations or amalgamations permitted by the related Trust Agreement and (iii) to use its reasonable efforts, consistent with the terms and provisions of such Trust Agreement, to cause such Trust to remain classified as a grantor trust and not be taxable as a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (ix) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock’s Equity Interests, (y) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of any such Subsidiary’s preferred stock or other Equity Interests entitling the holders thereof to a stated rate of return (iifor the avoidance of doubt, whether such preferred stock or other Equity Interests are perpetual or otherwise) other than to the Company or (z) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock Equity Securities of the Company (or securities convertible into or exercisable for such capital stockEquity Securities) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodEvent of Default, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock ’s Equity Interests (or any capital stock Equity Securities of a Subsidiary of the Company) for any class or series of the Company's capital stock ’s Equity Interests or of any class or series of the Company's ’s indebtedness for any class or series of the Company's capital stock’s Equity Interests, (C) the purchase of fractional interests in shares of the Company's capital stock ’s Equity Interests pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock, or (F) any declaration or payment of a dividend or other distribution in order for the Company to maintain its status as a REIT, provided that any such declaration or payment shall be in the form of stock to the extent permitted by the Code and commercially reasonable to do so).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (ix) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (iiy) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (Aa) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension PeriodPeriod or other event referred to below, (Bb) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (Cc) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (Dd) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan Plan, or the redemption or repurchase of rights pursuant thereto, or (Ee) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)) if at such time (i) there shall have occurred any event (A) Of which the Company has actual knowledge that with the giving of notice or the lapse of time, or both, would constitute an Event of Default with respect to the Securities, and (B) which the Company shall not have taken reasonable steps to cure, (ii) if the Securities are held by the Issuer Trust, the Company shall be in default with respect to its payment of any obligations under the Guarantee relating to the Preferred Securities issued by the Issuer Trust, or (iii) the Company shall have given notice of its election to begin an Extension Period with respect to the Securities as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. The Company also covenants with each Holder of Securities issued to the Issuer Trust (i) to hold, directly or indirectly, 100% of the Common Securities of the Issuer Trust, provided that any permitted successor of the Company as provided under Section 8.2 may succeed to the Company's ownership of such Common Securities, (ii) as holder of such Common Securities, not to voluntarily terminate, windup or liquidate the Issuer Trust, other than (a) in connection with a distribution of the Securities to the holders of the Preferred Securities in liquidation of the Issuer Trust, or (b) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement, and (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Issuer Trust to continue not to be taxable as a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities Debentures that so long as the Debentures are outstanding, if (i) there shall have occurred any event of which the Company has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default shall have occurred hereunder and be continuing or (B) in respect of which the Company shall not have given notice of its election taken reasonable steps to begin an Extension Period cure, or (ii) the Company shall be in default with respect to its payment of any obligations under the Securities Guarantee, then the Company shall not, and shall cause any Subsidiary not have rescinded such noticeto, or such Extension Period, or any extension thereof, shall be continuing, it shall not (ix) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, stock or (iiy) make any payment of principal of or any principal, interest or premium premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank pari passu in all respects with or junior in interest to the Securities Debentures (other than (A1) repurchasesany dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (2) redemptions or other acquisitions purchases of shares of capital stock of any rights pursuant to any stockholder rights agreement now in existence or subsequently entered into by the Company in connection with any employment contract, benefit plan or other similar arrangement with or for and the benefit declaration of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment of such rights or stockholder stock purchase plan or in connection with the issuance of capital preferred stock under such plans in the future, (3) payments under the Guarantee, (4) purchases of Company Common Stock related to the issuance of Company Common Stock under any of the Company (Company's benefit plans for its directors, officers or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Periodemployees, (B5) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series reclassification of the Company's capital stock or the exchange or conversion of any one series or class or series of the Company's indebtedness for any class or series of the Company's capital stock, stock for another series or class of the Company's capital stock and (C6) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). The Company also covenants with each Holder of the Debentures (i) that for so long as Preferred Securities are outstanding not to convert the Debentures except pursuant to a notice of conversion delivered to the Conversion Agent by a holder of Preferred Securities and (ii) to maintain directly or indirectly 100% ownership of the Common Securities of the Trust; provided, however, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities, (Diii) any declaration of a dividend not to voluntarily terminate, wind-up, liquidate or dissolve the Trust, except (a) in connection with any Rights Plan, a distribution of the issuance Debentures to the holders of rights, stock or other property under any Rights Plan or Preferred Securities in dissolution of the redemption or repurchase of rights pursuant thereto, Trust or (Eb) any dividend in connection with certain mergers, consolidations or amalgamations permitted by the form Trust Agreement and (iv) to use its reasonable efforts, consistent with the terms and provisions of stock, warrants, options or other rights where the dividend stock or Trust Agreement to cause the stock issuable upon exercise of such warrants, options or other rights is the same stock Trust to remain a business trust and not to be classified as that on which the dividend is being paid or ranks pari passu with or junior to such stock)an association taxable as a corporation for United States Federal income tax purposes.

Additional Covenants. (a) The Company Corporation covenants and agrees with each Holder of Securities of each series that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (ix) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Corporation that rank pari passu in all respects with or junior in interest to the Securities of such series, or (y) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the CompanyCorporation's capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities stock (other than (Aa) repurchases, redemptions or other acquisitions of shares of capital stock of the Company Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (Bb) as a result of an exchange or conversion of any class or series of the CompanyCorporation's capital stock (or any capital stock of a Subsidiary of the CompanyCorporation) for any class or series of the CompanyCorporation's capital stock or of any class or series of the CompanyCorporation's indebtedness for any class or series of the CompanyCorporation's capital stock, (Cc) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (Dd) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan Plan, or the redemption or repurchase of rights pursuant thereto, or (Ee) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)) if at such time (i) there shall have occurred any event (A) of which the Corporation has actual knowledge that with the giving of notice or the lapse of time, or both, would constitute an Event of Default with respect to the Securities of such series, and (B) which the Corporation shall not have taken reasonable steps to cure, (ii) if the Securities of such series are held by an Issuer Trust, the Corporation shall be in default with respect to its payment of any obligations under the Guarantee Agreement relating to the Capital Securities issued by such Issuer Trust, or (iii) the Corporation shall have given notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. The Corporation also covenants with each Holder of Securities of a series issued to an Issuer Trust (i) to hold, directly or indirectly, 100% of the Common Securities of such Issuer Trust, provided that any permitted successor of the Corporation hereunder may succeed to the Corporation's ownership of such Common Securities, (ii) as holder of such Common Securities, not to voluntarily terminate, wind-up or liquidate such Issuer Trust, other than (a) in connection with a distribution of the Securities of such series to the holders of the related Capital Securities in liquidation of such Issuer Trust, or (b) in connection with certain mergers, consolidations or amalgamations permitted by the related Trust Agreement, and (iii) to use its reasonable efforts, consistent with the terms and provisions of such Trust Agreement, to cause such Issuer Trust to continue not to be taxable as a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or 57 EXHIBIT D consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension PeriodPeriod or Event of Default, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock’s Equity Interests, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any of such Subsidiary’s Equity Interests entitling the holders thereof to a stated rate of return, other than dividends or distributions on Equity Interests issued by any Subsidiary solely payable to the Company or any Subsidiary thereof (for the avoidance of doubt, whether such Equity Interests are perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with the issuance of capital stock Equity Interests of the Company (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the applicable Event of Default or Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock ’s Equity Interests (or any capital stock Equity Interests of a Subsidiary of the Company) for any class or series of the Company's capital stock ’s Equity Interests or of any class or series of the Company's ’s indebtedness for any class or series of the Company's capital stock’s Equity Interests, (C) the purchase of fractional interests in shares Equity Interests of the Company's capital stock Company pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock Equity Interests or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is are the same stock Equity Interests as that those on which the dividend is being paid or ranks rank pari passu with or junior to such stockEquity Interests).. 50

Additional Covenants. (a) The Company Corporation covenants and agrees with each Holder of Securities of each series that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (ix) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the CompanyCorporation's capital stock, or (iiy) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company Corporation that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (Aa) repurchases, redemptions or other acquisitions of shares of capital stock of the Company Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (Bb) as a result of an exchange or conversion of any class or series of the CompanyCorporation's capital stock (or any capital stock of a Subsidiary of the CompanyCorporation) for any class or series of the CompanyCorporation's capital stock or of any class or series of the CompanyCorporation's indebtedness for any class or series of the CompanyCorporation's capital stock, (Cc) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (Dd) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan Plan, or the redemption or repurchase of rights pursuant thereto, or (Ee) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)) if at such time (i) there shall have occurred any event (A) of which the Corporation has actual knowledge that with the giving of notice or the lapse of time, or both, would constitute an Event of Default with respect to the Securities of such series, and (B) which the Corporation shall not have taken reasonable steps to cure, (ii) if the Securities of such series are held by an Issuer Trust, the Corporation shall be in default with respect to its payment of any obligations under the Guarantee Agreement relating to the Preferred Securities issued by such Issuer Trust, or (iii) the Corporation shall have given notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. The Corporation also covenants with each Holder of Securities of a series issued to an Issuer Trust (i) to hold, directly or indirectly, 100% of the Common Securities of such Issuer Trust, provided that any permitted successor of the Corporation hereunder may succeed to the Corporation's ownership of such Common Securities, (ii) as holder of such Common Securities, not to voluntarily terminate, wind-up or liquidate such Issuer Trust, other than (a) in connection with a distribution of the Securities of such series to the holders of the related Preferred Securities in liquidation of such Issuer Trust, or (b) in connection with certain mergers, consolidations or amalgamations permitted by the related Trust Agreement, and (iii) to use its reasonable efforts, consistent with the terms and provisions of such Trust Agreement, to cause such Issuer Trust to continue not to be taxable as a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock’s Equity Interests, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any of such Subsidiary’s Equity Interests entitling the holders thereof to a stated rate of return, other than dividends or distributions on Equity Interests issued by any Subsidiary solely payable to the Company or any Subsidiary thereof (for the avoidance of doubt, whether such Equity Interests are perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with the issuance of capital stock Equity Interests of the Company (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the applicable Event of Default or Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock ’s Equity Interests (or any capital stock Equity Interests of a Subsidiary of the Company) for any class or series of the Company's capital stock ’s Equity Interests or of any class or series of the Company's ’s indebtedness for any class or series of the Company's capital stock’s Equity Interests, (C) the purchase of fractional interests in shares Equity Interests of the Company's capital stock Company pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock Equity Interests or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is are the same stock Equity Interests as that those on which the dividend is being paid or ranks rank pari passu with or junior to such stockEquity Interests). The Company also covenants with each Holder of Securities (i) to hold, directly or indirectly, one hundred percent (100%) of the Common Securities of the Trust, provided, that any permitted successor of the Company hereunder may succeed to the Company’s ownership of such Common Securities, (ii) as holder of such Common Securities, not to voluntarily dissolve, wind-up or liquidate the Trust other than (A) in connection with a distribution of the Securities to the holders of the Preferred Securities in liquidation of the Trust or (B) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement and (iii) to use its reasonable commercial efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Trust to continue to be taxable as a grantor trust and not as a corporation for United States Federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities Debentures that so long as the Debentures are outstanding, if (i) there shall have occurred any event of which the Company has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default shall have occurred hereunder and be continuing or (B) in respect of which the Company shall not have given notice of its election taken 55 reasonable steps to begin an Extension Period cure, or (ii) the Company shall be in default with respect to its payment of any obligations under the Securities Guarantee, then the Company shall not, and shall cause any Subsidiary not have rescinded such noticeto, or such Extension Period, or any extension thereof, shall be continuing, it shall not (ix) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, stock or (iiy) make any payment of principal of or any principal, interest or premium premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Company that rank pari passu in all respects with or junior in interest to the Securities Debentures (other than (A1) repurchasesany dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (2) redemptions or other acquisitions purchases of shares of capital stock of any rights pursuant to any stockholder rights agreement now in existence or subsequently entered into by the Company in connection with any employment contract, benefit plan or other similar arrangement with or for and the benefit declaration of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment of such rights or stockholder stock purchase plan or in connection with the issuance of capital preferred stock under such plans in the future, (3) payments under the Guarantee, (4) purchases of Company Common Stock related to the issuance of Company Common Stock under any of the Company (Company's benefit plans for its directors, officers or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Periodemployees, (B5) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series reclassification of the Company's capital stock or the exchange or conversion of any one series or class or series of the Company's indebtedness for any class or series of the Company's capital stock, stock for another series or class of the Company's capital stock and (C6) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). The Company also covenants with each Holder of the Debentures (i) that for so long as Preferred Securities are outstanding not to convert the Debentures except pursuant to a notice of conversion delivered to the Conversion Agent by a holder of Preferred Securities and (ii) to maintain directly or indirectly 100% ownership of the Common Securities of the Trust; provided, however, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities, (Diii) any declaration of a dividend not to voluntarily terminate, wind-up, liquidate or dissolve the Trust, except (a) in connection with any Rights Plan, a distribution of the issuance Debentures to the holders of rights, stock or other property under any Rights Plan or Preferred Securities in dissolution of the redemption or repurchase of rights pursuant thereto, Trust or (Eb) any dividend in connection with certain mergers, consolidations or amalgamations permitted by the form Trust Agreement and (iv) to use its reasonable efforts, consistent with the terms and provisions of stock, warrants, options or other rights where the dividend stock or Trust Agreement to cause the stock issuable upon exercise of such warrants, options or other rights is the same stock Trust to remain a business trust and not to be classified as that on which the dividend is being paid or ranks pari passu with or junior to such stock)an association taxable as a corporation for United States Federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if (i) there shall have occurred any event that would constitute an Event of Default or (ii) the Company shall have occurred and be continuing in default with respect to its payment of any obligations under the Preferred Guarantee or Common Guarantee, or (iii) the Company shall have given notice of its election to begin an Extension Period with respect to defer payments of interest on the Securities by extending the interest payment period as provided in this Supplemental Indenture No. 1 and shall not have rescinded such notice, or such Extension Periodperiod, or any extension thereof, shall be continuing, it then (a) the Company shall not (i) declare or pay any dividends or distributions dividend on, make any distribution with respect to, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, to any of its Capital Stock (other than (i) purchases or acquisitions of shares of the Company's capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or Common Stock in connection with the issuance of capital stock of satisfaction by the Company (of its obligations under any employee benefit plans or securities convertible into the satisfaction by the Company of its obligation pursuant to any contract or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior security requiring it to the applicable Extension Periodpurchase shares of its Common Stock, (Bii) as a result of an a reclassification of the Company's Capital Stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) Capital Stock for any another 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 stockits Capital Stock, (Ciii) the purchase of fractional interests in shares of the Company's capital stock Capital Stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock Capital Stock or the security being converted or exchanged, and (Div) redemptions or purchases pursuant to the Rights Agreement), (b) the Company shall not make any declaration payment of a dividend in connection with any Rights Planprincipal, the issuance of rightspremium, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant theretoif any, or (E) interest on or repay, repurchase or redeem any dividend in debt securities issued by the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as Company that on which the dividend is being paid or ranks rank pari passu with or junior to the Securities, and (c) the Company shall not make any guarantee payments with respect to the foregoing (other than pursuant to either of the Guarantees, the Common Securities Guarantee Agreement and the Capital Securities Guarantee Agreement). The Company agrees (i) to directly or indirectly maintain 100% ownership of the Common Securities; provided, however, that any permitted successor of the Company under the Indenture may succeed to the Company's ownership of such stock)Common Securities, (ii) not to voluntarily terminate, wind-up or liquidate the Trust, except (a) in connection with a distribution of Securities to the holders of the Preferred Securities in liquidation of the Trust, or (b) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement and (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Trust to remain a grantor trust and not to be classified as an association taxable as a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company Corporation covenants and agrees with each Holder of Securities of each series that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (ix) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the CompanyCorporation's capital stock, or (iiy) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company Corporation that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (Aa) repurchases, redemptions or other acquisitions of shares of capital stock of the Company Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (Bb) as a result of an exchange or conversion of any class or series of the CompanyCorporation's capital stock (or any capital stock of a Subsidiary of the CompanyCorporation) for any class or series of the CompanyCorporation's capital stock or of any class or series of the CompanyCorporation's indebtedness for any class or series of the CompanyCorporation's capital stock, (Cc) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (Dd) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan Plan, or the redemption or repurchase of rights pursuant thereto, or (Ee) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)) if at such time the Corporation shall have given notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. The Corporation also covenants with each Holder of Securities of a series issued to an Issuer Trust (i) to hold, directly or indirectly, 100% of the Common Securities of such Issuer Trust, provided that any permitted successor of the Corporation hereunder may succeed to the Corporation's ownership of such Common Securities, (ii) as holder of such Common Securities, not to voluntarily terminate, wind-up or liquidate such Issuer Trust, other than (a) in connection with a distribution of the Securities of such series to the holders of the related Preferred Securities in liquidation of such Issuer Trust, or (b) in connection with certain mergers, consolidations or amalgamations permitted by the related Trust Agreement, and (iii) to use its reasonable efforts, consistent with the terms and provisions of such Trust Agreement, to cause such Issuer Trust to continue not to be taxable as a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if if, and only if, an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's ’s capital stock (for the avoidance of doubt, the term “capital stock” includes both common stock and preferred stock of the Company), (ii) vote in favor of or permit or otherwise allow any of its subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of such subsidiaries preferred stock (for the avoidance of doubt, whether such preferred stock is perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension PeriodEvent of Default, (B) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stock, (C) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, thereto or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities of each series that if an Event of Default it shall have occurred not, and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not permit any Subsidiary of the Company to, (ia) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (iib) make any payment of principal of or any interest or premium premium, if any, 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 Securities of such series or make any guarantee payments with respect to any guarantee by the Company of debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities (other than (Aa) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder shareholder stock purchase plan or 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 applicable Extension Period, ; (Bb) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any other 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, ; (Cc) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, ; (Dd) any declaration of a dividend in connection with the implementation or amendment of the Company shareholders' rights plan (or any Rights Plansuccessor thereto), or the issuance of rights, stock or other property under any Rights Plan such rights plan, or the redemption or repurchase of rights pursuant thereto, hereto; or (Ee) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)) if at such time (i) there shall have occurred any event of which the Company has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default with respect to the Securities of such series and (B) in respect of which the Company shall not have taken reasonable steps to cure, (ii) if the Securities of such series are held by a Citizens Trust, the Company shall be in default with respect to its payment of any obligations under the Citizens Guarantee relating to the Capital Securities issued by such Citizens Trust or (iii) the Company shall have given notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. For purposes hereof, the Company's Senior Indebtedness shall not be deemed to be pari passu with the Securities. The Company also covenants with each Holder of Securities of a series issued to a Citizens Trust (i) to maintain directly or indirectly 100% ownership of the Common Securities of such Citizens Trust; provided, however, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities; (ii) as holder of the Common Securities, not to voluntarily terminate, wind-up or liquidate such Citizens Trust, except upon prior approval of the Federal Reserve, if then required under applicable capital guidelines or policies of the Federal Reserve, and (a) in connection with a distribution of the Securities of such series to the holders of Capital Securities in liquidation of such Citizens Trust or (b) in connection with certain mergers, consolidations or amalgamations permitted by the related Trust Agreement; and (iii) to use its reasonable efforts, consistent with the terms and provisions of such Trust Agreement, to cause such Citizens Trust to remain classified as not an association taxable as a corporation for United States Federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have consisting of a failure to pay interest or principal on the Securities has occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be is continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's ’s capital stock (for the avoidance of doubt, the term “capital stock” includes both common stock and preferred stock of the Company), (ii) vote in favor of or permit or otherwise allow any of its subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of such subsidiaries preferred stock (for the avoidance of doubt, whether such preferred stock is perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or any incentive or compensation plan or 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 applicable Extension Periodsuch Event of Default, (B) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stock, (C) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, (E) or the issuance of shares, stock appreciation rights restricted stock units, dividend equivalents, restricted stock unit awards, performance awards, Other Stock-Based Awards or any other right or cash that may be awarded under any Company incentive or compensation plan, or (EF) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock’s Equity Interests, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of any such Subsidiary’s preferred stock or other Equity Interests entitling the holders thereof to a stated rate of return (for the avoidance of doubt, whether such preferred stock or other Equity Interests are perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with the issuance of capital stock Equity Interests of the Company (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodEvent of Default, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock ’s Equity Interests (or any capital stock Equity Interests of a Subsidiary of the Company) for any class or series of the Company's capital stock ’s Equity Interests or of any class or series of the Company's ’s indebtedness for any class or series of the Company's capital stock’s Equity Interests, (C) the purchase of fractional interests in shares Equity Interests of the Company's capital stock Company pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock Equity Interests or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, thereto or (E) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is the same stock Equity Interests as that on which the dividend is being paid or ranks pari passu with or junior to such stockEquity Interests).

Additional Covenants. (a) The For the period commencing on the date of this Agreement and continuing through March 30, 2010, or in any event if an Event of Default has occurred and is continuing, the Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's ’s capital stock (for the avoidance of doubt, the term “capital stock” includes both common stock and preferred stock of the Company), (ii) vote in favor of or permit or otherwise allow any of its subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of such subsidiaries preferred stock (for the avoidance of doubt, whether such preferred stock is perpetual or otherwise) except for dividends or distributions (x) to the Company or its subsidiaries and (y) by subsidiaries of the Company in which there are third party investors to the Company and such third party investors, or (iiiii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stockholder stock of the Company (or securities convertible into or exercisable for such capital units of stockholder stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Perioddate of this Agreement or, if later than March 30, 2010, prior to an Event of Default, (B) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stock, (C) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stockEquity Interests, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any of such Subsidiary's Equity Interests entitling the holders thereof to a stated rate of return (for the avoidance of doubt, whether such Equity Interests are perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with the issuance of capital stock Equity Interests of the Company (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the applicable Event of Default or Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock Equity Interests (or any capital stock Equity Interests of a Subsidiary of the Company) for any class or series of the Company's capital stock Equity Interests or of any class or series of the Company's indebtedness for any class or series of the Company's capital stockEquity Interests, (C) the purchase of fractional interests in shares Equity Interests of the Company's capital stock Company pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock Equity Interests or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is the same stock Equity Interests as that on which the dividend is being paid or ranks pari passu with or junior to such stockEquity Interests).

Additional Covenants. (a) The Company Corporation covenants and agrees with each Holder of Securities of each series that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (ix) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the CompanyCorporation's capital stock, or (iiy) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company Corporation that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (Aa) repurchases, redemptions or other acquisitions of shares of capital stock of the Company Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (Bb) as a result of an exchange or conversion of any class or series of the CompanyCorporation's capital stock (or any capital stock of a Subsidiary of the CompanyCorporation) for any class or series of the CompanyCorporation's capital stock or of any class or series of the CompanyCorporation's indebtedness for any class or series of the CompanyCorporation's capital stock, (Cc) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (Dd) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan Plan, or the redemption or repurchase of rights pursuant thereto, or (Ee) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)) if at such time (i) there shall have occurred any event (A) of which the Corporation has actual knowledge that with the giving of notice or the lapse of time, or both, would constitute an Event of Default with respect to the Securities of such series, and (B) which the Corporation shall not have taken reasonable steps to cure, (ii) if the Securities of such series are held by an Issuer Trust, the Corporation shall be in default with respect to its payment of any obligations under the Guarantee Agreement relating to the Preferred Securities issued by such Issuer Trust, or (iii) the Corporation shall have given notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. The Corporation also covenants with each Holder of Securities of a series issued to an Issuer Trust (i) to hold, directly or indirectly, 100% of the Common Securities of such Issuer Trust, provided that any permitted successor of the Corporation hereunder may succeed to the Corporation's ownership of such Common Securities, (ii) as holder of such Common Securities, not to voluntarily terminate, wind-up or liquidate such Issuer Trust, other than (a) in connection with a distribution of the Securities of such series to the holders of the related Preferred Securities in liquidation of such Issuer Trust, or (b) in connection with any merger, consolidation or amalgamation permitted by the related Declaration of Trust, and (iii) to use its reasonable efforts, consistent with the terms and provisions of such Declaration of Trust, to cause such Issuer Trust to continue to be classified as a grantor trust and not to be taxable as a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company Corporation covenants and agrees with each Holder of Securities of each series that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (ix) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the CompanyCorporation's capital stock, or (iiy) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company Corporation that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (Aa) repurchases, redemptions or other acquisitions of shares of capital stock of the Company Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (Bb) as a result of an exchange or conversion of any class or series of the CompanyCorporation's capital stock (or any capital stock of a Subsidiary of the CompanyCorporation) for any class or series of the CompanyCorporation's capital stock or of any class or series of the CompanyCorporation's indebtedness for any class or series of the CompanyCorporation's capital stock, (Cc) the purchase of fractional interests in shares of the CompanyCorporation's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (Dd) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan Plan, or the redemption or repurchase of rights pursuant thereto, or (Ee) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)) if at such time (i) there shall have occurred any event (A) of which the Corporation has actual knowledge that with the giving of notice or the lapse of time, or both, would constitute an Event of Default with respect to the Securities of such series, and (B) which the Corporation shall not have taken reasonable steps to cure, (ii) if the Securities of such series are held by an Issuer Trust, the Corporation shall be in default with respect to its payment of any obligations under the Guarantee Agreement relating to the Capital Securities issued by such Issuer Trust, or (iii) the Corporation shall have given notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. The Corporation also covenants with each Holder of Securities of a series issued to an Issuer Trust (i) to hold, directly or indirectly, 100% of the Common Securities of such Issuer Trust, provided that any permitted successor of the Corporation hereunder may succeed to the Corporation's ownership of such Common Securities, (ii) as holder of such Common Securities, not to voluntarily terminate, wind-up or liquidate such Issuer Trust, other than (a) in connection with a distribution of the Securities of such series to the holders of the related Capital Securities in liquidation of such Issuer Trust, or (b) in connection with certain mergers, consolidations or amalgamations permitted by the related Trust Agreement, and (iii) to use its reasonable efforts, consistent with the terms and provisions of such Trust Agreement, to cause such Issuer Trust to continue not to be taxable as a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock’s Equity Interests, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of any such Subsidiary’s preferred stock or other Equity Interests entitling the holders thereof to a stated rate of return (for the avoidance of doubt, whether such preferred stock or other Equity Interests are perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with the issuance of capital stock Equity Interests of the Company (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the applicable Event of Default or Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock ’s Equity Interests (or any capital stock Equity Interests of a Subsidiary of the Company) for any class or series of the Company's capital stock ’s Equity Interests or of any class or series of the Company's ’s indebtedness for any class or series of the Company's capital stock’s Equity Interests, (C) the purchase of fractional interests in shares Equity Interests of the Company's capital stock Company pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock Equity Interests or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is the same stock Equity Interests as that on which the dividend is being paid or ranks pari passu with or junior to such stockEquity Interests).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock (for the avoidance of doubt, the term "capital stock" includes both common stock and preferred stock of the Company), (ii) vote in favor of or permit or otherwise allow any of its subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of such subsidiaries preferred stock (for the avoidance of doubt, whether such preferred stock is perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Periodsuch Event of Default, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, thereto or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder holder of Securities of a series issued to a CNG Trust that it shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any shares of the Company's Capital Stock (which includes Common Stock and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank on a parity with or junior to the Securities of such series or make any guarantee payments with respect to any CNG Guarantee or other guarantee by the Company of debt securities of any Subsidiary that by its terms ranks on a parity with or junior to the Securities of such series (other than (a) dividends or distributions in Common Stock; (b) any declaration of a dividend in connection with the implementation of a Rights Plan, the issuance of any Capital Stock of any class or series of preferred stock of the Company under any Rights Plan or the redemption or repurchase of any rights distributed pursuant to a Rights Plan; (c) payments under any CNG Guarantee relating to the Preferred Securities issued by the CNG Trust holding the Securities of such series; and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers, employees, consultants or advisors) if at such time (i) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice or the lapse of time or both, would constitute an Event of Default hereunder and (b) in respect of which the Company shall not have occurred and taken reasonable steps to cure, (ii) the Company shall be continuing in default with respect to its payment of any obligations under the related CNG Guarantee or (iii) the Company shall have given notice of its election to begin an Extension Period with respect to the Securities as provided in Section 2.10 and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not . The Company also covenants with each holder of Securities of a series issued to a CNG Trust (i) declare to maintain directly or pay indirectly 100% ownership of the Common Securities of such CNG Trust; provided, however, that any dividends permitted successor or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares assignee of the Company hereunder may succeed to the Company's capital stockownership of such Common Securities, or (ii) make any payment of principal of not to voluntarily terminate, wind up or any interest or premium on or repayliquidate such CNG Trust, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities except (other than (Aa) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment prepayment in full of the Securities or stockholder stock purchase plan a distribution of the Securities of such series to the holders of Preferred Securities in liquidation of such CNG Trust or (b) in connection with certain mergers, consolidations or amalgamations permitted by the issuance of capital stock of relevant Trust Agreement and (iii) to use its reasonable efforts, consistent with the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange terms and provisions of such capital stock or the security being converted or exchangedTrust Agreement, (D) any declaration of to cause such CNG Trust to remain classified as a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock grantor trust and not an association taxable as that on which the dividend is being paid or ranks pari passu with or junior to such stock)a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities of each series that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (ix) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (iiy) make any payment of principal of or any interest or premium premium, if any, 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 Securities of such series (other than (Aa) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (Bb) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (Cc) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (Dd) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan Plan, or the redemption or repurchase of rights pursuant thereto, or (Ee) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)) if at such time the Company shall have given notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. The Company also covenants with each Holder of Securities of a series issued to an Issuer Trust (i) to hold, directly or indirectly, 100% of the Common Securities of such Issuer Trust, provided that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities, (ii) as holder of such Common Securities, not to voluntarily terminate, wind-up or liquidate such Issuer Trust, other than (a) in connection with a distribution of the Securities of such series to the holders of the related Preferred Securities in liquidation of such Issuer Trust, or (b) in connection with certain mergers, consolidations or amalgamations permitted by the related Trust Agreement, and (iii) to use its reasonable efforts, consistent with the terms and provisions of such Trust Agreement, to cause such Issuer Trust to continue not to be taxable as a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities of each series that if an Event of Default it shall have occurred not, and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not permit any Subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (ii) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu with or junior in all respects interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities (other than (Aa) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (Db) any declaration of a dividend in connection with any Rights Plan, the issuance implementation of rights, stock or other property under any a Rights Plan or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan, (c) payments under the Guarantee with respect to the Securities of such Series, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan, or related to the issuance of Common Stock (Eor securities convertible or exchangeable for Common Stock) as consideration in an acquisition transaction that was entered into prior to the commencement of such Extension Period) if at such time (x) there shall have occurred any dividend in event of which the form Company has actual knowledge that (A) with the giving of stock, warrants, options or other rights where the dividend stock notice or the stock issuable upon exercise lapse of time or both, would constitute an Event of Default with respect to the Securities of such warrants, options or other rights is the same stock as that on series and (B) in respect of which the dividend is being paid Company shall not have taken reasonable steps to cure, (y) if the Securities of such series are held by a Trust, the Company shall be in default with respect to its payment of any obligations under the Guarantee relating to the Capital Securities issued by such Trust or ranks pari passu (z) the Company shall have given notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or junior such Extension Period, or any extension thereof, shall be continuing. The Company also covenants with each Holder of Securities of a series issued to a Trust (i) to maintain directly 100% ownership of the Common Securities of such stock)Trust; provided, however, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities, (ii) not to voluntarily terminate, wind-up or liquidate such Trust, except (a) in connection with a distribution of the Securities of such series to the holders of the Trust Securities of such Trust in liquidation of such Trust or (b) in connection with certain mergers, consolidations or amalgamations permitted by the related Trust Agreement and (iii) to use its reasonable efforts, consistent with the terms and provisions of such Trust Agreement, to cause such Trust to remain classified as a grantor trust and not an association taxable as a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if (i) there shall have occurred any event that would constitute an Event of Default (as defined herein) or (ii) the Company shall have occurred and be continuing in default with respect to its payment of any obligations under the Guarantee or Common Securities Guarantee, or (iii) the Company shall have given notice of its election to begin an Extension Period with respect to defer payments of interest on such Securities by extending the Securities interest payment period as provided in this Supplemental Indenture No. 3 and shall not have rescinded such notice, or such Extension Periodperiod, or any extension thereof, shall be continuing, it then (a) the Company shall not (i) declare or pay any dividends or distributions dividend on, make any distribution with respect to, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, to any of its capital stock (other than (i) purchases or acquisitions of shares of the Company's capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or Common Stock in connection with the issuance of capital stock of satisfaction by the Company (of its obligations under any employee benefit plans or securities convertible into the satisfaction by the Company of its obligation pursuant to any contract or exercisable for such capital security requiring it to purchase shares of its common stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (Bii) as a result of an a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any another 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 its capital stock, (Ciii) the purchase of fractional interests in shares of the Company's capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (Div) redemptions or purchases pursuant to the Company's Rights Agreement, dated August 7, 1995, between the Company and AmSouth Bank of Alabama as Rights Agent), (b) the Company shall not make any declaration payment of a dividend in connection with any Rights Planprincipal, the issuance of rightspremium, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant theretoif any, or (E) interest on or repay, repurchase or redeem any dividend in debt securities issued by the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as Company that on which the dividend is being paid or ranks rank pari passu with or junior to the Securities and (c) the Company shall not make any guarantee payments with respect to the foregoing (other than pursuant to either of the Guarantees or the Series A Guarantee). The Company agrees (i) to directly or indirectly maintain 100% ownership of the Common Securities; provided, however, that any permitted successor of the Company under the Indenture may succeed to the Company's ownership of such stock)Common Securities, (ii) not to voluntarily terminate, wind-up or liquidate PLC Capital, except (a) in connection with a distribution of Securities to the holders of the Preferred Securities in liquidation of PLC Capital, or (b) in connection with certain mergers, consolidations or amalgamations permitted by the Declaration of Trust and (iii) to use its reasonable efforts, consistent with the terms and provisions of the Declaration of Trust, to cause PLC Capital to remain a grantor trust and not to be classified as an association taxable as a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities of each series that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (ix) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (iiy) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu PARI PASSU in all respects with or junior in interest to the Securities of such series (other than (Aa) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (Bb) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (Cc) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (Dd) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan Plan, or the redemption or repurchase of rights pursuant thereto, or (Ee) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu PARI PASSU with or junior to such stock)) if at such time (i) there shall have occurred any event (A) of which the Company has actual knowledge that with the giving of notice or the lapse of time, or both, would constitute an Event of Default with respect to the Securities of such series, and (B) which the Company shall not have taken reasonable steps to cure, (ii) if the Securities of such series are held by an Issuer Trust, the Company shall be in default with respect to its payment of any obligations under the Guarantee Agreement relating to the Capital Securities issued by such Issuer Trust, or (iii) the Company shall have given notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. The Company also covenants with each Holder of Securities of a series issued to an Issuer Trust (i) to hold, directly or indirectly, 100% of the Common Securities of such Issuer Trust, PROVIDED that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities, (ii) as holder of such Common Securities, not to voluntarily terminate, wind-up or liquidate such Issuer Trust, other than (a) in connection with a distribution of the Securities of such series to the holders of the related Capital Securities in liquidation of such Issuer Trust, or (b) in connection with certain mergers, consolidations or amalgamations permitted by the related Trust Agreement, and (iii) to use its reasonable efforts, consistent with the terms and provisions of such Trust Agreement, to cause such Issuer Trust to continue not to be taxable as a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not, and shall not allow any Affiliate of the Company to, (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's ’s capital stockstock or its Affiliates’ capital stock (other than payments of dividends or distributions to the Company), or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stock, (C) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder holder of Securities of a series issued to a Bear Xxxxxxx Trust that if an Event it will not, and it will not permit any Subsidiary of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such noticeto, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or any interest or premium premium, if any, 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 Securities of such series or make any guarantee payments with respect to any Bear Xxxxxxx Guarantee or other guarantee by the Company of debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the Securities of such series (other than (Aa) repurchases, redemptions dividends or other acquisitions of shares of distributions in capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company Company; (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (Db) any declaration of a dividend in connection with the implementation of a Rights Plan, or the issuance of capital stock of the Company under any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan; (c) payments under any Bear Xxxxxxx Guarantee (as defined herein and in the Existing Indenture); (d) purchases of common stock related to the issuance of common stock under any of the Company's benefit plans for its directors, officers or employees; and (e) payments of interest pursuant to the EPICS Loan Agreement) if at such time (i) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice or the lapse of time or both, would constitute an Event of Default hereunder and (b) in respect of which the Company shall not have taken reasonable steps to cure, (ii) the Company shall be in default with respect to its payment of any obligations under the related Bear Xxxxxxx Guarantee or (iii) the Company shall have given notice of its election to begin an Extension Period as provided herein and shall not have rescinded such notice, or such period, or any extension thereof, shall be continuing. The Company also covenants with each holder of Securities of a series issued to Bear Xxxxxxx Trust (Ei) any dividend in to maintain directly or indirectly 100% ownership of the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise Common Securities of such warrantsBear Xxxxxxx Trust; provided, options however, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities, (ii) not to voluntarily terminate, wind up or liquidate such Bear Xxxxxxx Trust, except (a) in connection with a distribution of the Securities of such series to the holders of Preferred Securities in liquidation of such Bear Xxxxxxx Trust or (b) in connection with certain mergers, consolidations or amalgamations permitted by the related Trust Agreement and (iii) to use its reasonable efforts, consistent with the terms and provisions of such Trust Agreement, to cause such Trust to remain classified as a grantor trust and not an association taxable as a corporation for United States federal income tax purposes. The Company also covenants and agrees with each holder of Securities of a series issued to a Bear Xxxxxxx Trust that it will pay all debts and other rights is obligations (other than with respect to the same stock as that on Preferred Securities) and all costs and expenses of the Bear Xxxxxxx Trust (including costs and expenses relating to the organization of the Bear Xxxxxxx Trust, the fees and expenses of the trustees of such Bear Xxxxxxx Trust and the costs and expenses relating to the operation of the Bear Xxxxxxx Trust) and the offering of the Preferred Securities and to pay any and all taxes and all costs and expenses with respect to the foregoing (other than United States withholding taxes) to which the dividend is being paid Bear Xxxxxxx Trust might become subject. The foregoing obligations of the Company are for the benefit of, and shall be enforceable by, any person to whom any such debts, obligations, costs, expenses and taxes are owed (a "Creditor") whether or ranks pari passu with not such Creditor has received notice thereof. Any such Creditor may enforce such obligations of the Company directly against the Company and the Company has irrevocably waived any right or junior remedy to require that any such stock)Creditor take any action against the Bear Xxxxxxx Trust or any other person before proceeding against the Company.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's ’s capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities (other than than, with respect to clauses (i) or (ii) above, (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stock, (C) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).. 56

Additional Covenants. (a) The Company and the Guarantor each covenants and agrees with each Holder of Securities of a series issued to a Fund American Trust that it will not declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of its capital stock (other than (a) dividends, distributions, redemptions, purchases, acquisitions or payments made with its capital stock, (b) any declaration or payment of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments of accrued dividends on preferred stock upon the redemption, exchange or conversion of any preferred stock as may be outstanding 107 from time to time, (d) the purchase of fractional interests in shares of preferred stock upon the redemption, exchange or conversion of such preferred stock, (e) purchases or acquisitions of shares of common stock in connection with the satisfaction of obligations under any employee benefit plan or other contractual obligation or (f) as a result of a reclassification of capital stock or the exchange or conversion of one class or series capital stock for another class or series of capital stock), if at such time (i) there shall have occurred an Event of Default Default, (ii) the Guarantor shall have occurred and be continuing in default with respect to its payment of any obligations under the related Fund American Trust Guarantee or (iii) the Company shall have given notice of its election to begin an Extension Period with respect to the Securities as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not . The Company also covenants with each Holder of Securities of a series issued to a Fund American Trust (i) declare or pay any dividends or distributions onto maintain directly, or redeem purchaseindirectly through a wholly owned Subsidiary, acquire or make a liquidation payment with respect to100% ownership of the Common Securities of such Fund American Trust; provided, however, that any shares permitted successor of the Company hereunder may succeed to the Company's capital stockownership of such Common Securities, or (ii) make any payment of principal of not to voluntarily terminate, windup or any interest or premium on or repayliquidate such Fund American Trust, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities except (other than (Aa) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment distribution of the Securities of such series to the holders of Preferred Securities in liquidation of such Fund American Trust or stockholder stock purchase plan or (b) in connection with certain mergers, consolidations or amalgamations permitted by the issuance related Declaration of capital stock of Trust and (iii) to use its reasonable best efforts, consistent with the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange terms and provisions of such capital stock or the security being converted or exchangedDeclaration of Trust, (D) any declaration of to cause such Fund American Trust to remain classified as a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock grantor trust and not as that on which the dividend is being paid or ranks pari passu with or junior to such stock).an association taxable as a corporation for United States Federal income tax purposes. ARTICLE ELEVEN

Additional Covenants. (a) The Company Each of the Corporation and the Guarantor covenants and agrees with each Holder of Securities that if an Event of Default it shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities not, and shall not have rescinded such noticepermit any of its subsidiaries, or such Extension Period, or any extension thereof, shall be continuing, it shall not (ix) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the CompanyCorporation's or the Guarantor's capital stock, or (iiy) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company Corporation or the Guarantor (including other Securities) that rank pari passu in all respects with or junior in interest to the Securities or the Guarantees, respectively, or (z) make any guarantee payments with respect to any guarantee by the Corporation or the Guarantor of the debt securities of any Subsidiary of the Corporation or the Guarantor if such guarantee ranks pari passu with or junior in interest to the Securities or the Guarantees (other than (Aa) repurchases, redemptions or other acquisitions of shares of capital stock of the Company Corporation or the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors directors, consultants or consultantsindependent contractors, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company Corporation or the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (Bb) as a result of an exchange or conversion of any class or series of the CompanyCorporation's or the Guarantor's capital stock (or any capital stock of a Subsidiary of the CompanyCorporation or the Guarantor) for any class or series of the CompanyCorporation's or the Guarantor's capital stock stock, respectively, or of any class or series of the CompanyCorporation's or the Guarantor's indebtedness for any class or series of the CompanyCorporation's or the Guarantor's capital stock, respectively, (Cc) the purchase of fractional interests in shares of the CompanyCorporation's or the Guarantor's capital stock stock, respectively, pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (Dd) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan Plan, or the redemption or repurchase of rights pursuant thereto, thereto or (Ee) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)) if at such time (i) there shall have occurred any event (A) of which the Corporation or the Guarantor has actual knowledge that would constitute a Debenture Default with respect to the Securities, and (B) which the Corporation and the Guarantor shall not have taken reasonable steps to cure, (ii) if the Securities are held by the Issuer Trust, the Corporation or the Guarantor shall be in default with respect to its payment of any obligations under the Guarantee Agreement relating to the Capital Securities, or the Guarantor shall be in default with respect to its payment of any obligations under the Guarantees or (iii) the Corporation shall have given notice of its election to begin an Extension Period with respect to the Securities as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. The Corporation also covenants with each Holder of Securities issued to the Issuer Trust (i) to hold, directly or indirectly, 100% of the Common Securities, provided that any permitted successor of the Corporation hereunder may succeed to the Corporation's ownership of the Common Securities, (ii) as holder of the Common Securities, not to voluntarily terminate, wind-up or liquidate the Issuer Trust, other than (a) in connection with a distribution of the Securities to the holders of the Capital Securities in liquidation of the Issuer Trust, or (b) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement, and (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Issuer Trust to be characterized as a grantor trust for United States Federal income tax purposes and to not be required to register as an "investment company" under the Investment Company Act.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's ’s capital stock (for the avoidance of doubt, the term “capital stock” includes both common stock and preferred stock of the Company), (ii) vote in favor of or permit or otherwise allow any of its subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of such subsidiaries’ preferred stock (for the avoidance of doubt, whether such preferred stock is perpetual or otherwise) except for payments of dividends or distributions to the Company, or (iiiii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension PeriodEvent of Default, (B) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stock, (C) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, thereto or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Each of the Guarantor and the Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of its capital stock (for the Company's avoidance of doubt, the term “capital stock” includes both common stock and preferred stock of such entity), other than those dividends or distributions declared before such Event of Default, (ii) vote in favor of or permit or otherwise allow any of its subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of such subsidiaries preferred stock (for the avoidance of doubt, whether such preferred stock is perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any of its debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company such entity in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company such entity (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodEvent of Default, (B) as a result of an exchange or conversion of any class or series of the Company's its capital stock (or any capital stock of a Subsidiary subsidiary of the Companysuch entity) for any class or series of the Company's its capital stock or of any class or series of the Company's its indebtedness for any class or series of the Company's its capital stock, (C) the purchase of fractional interests in shares of the Company's its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, thereto or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares units of the Company's capital stock’s limited partnership interests, (ii) vote in favor of or permit or otherwise allow any of its subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of such subsidiaries preferred stock (for the avoidance of doubt, whether such preferred stock is perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares units of capital stock limited partnership interests of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock limited partnership interests purchase plan or in connection with the issuance of capital stock limited partnership interests of the Company (or securities convertible into or exercisable for such capital stockunits of limited partnership interests) as consideration in an acquisition transaction entered into prior to the Event of Default or the applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock ’s limited partnership interests (or any capital stock or limited partnership interests of a Subsidiary of the Company) for any class or series of the Company's capital stock ’s limited partnership interests or of any class or series of the Company's ’s indebtedness for any class or series of the Company's capital stock’s limited partnership interests, (C) the purchase of fractional interests in shares of the Company's capital stock ’s limited partnership interests pursuant to the conversion or exchange provisions of such capital stock limited partnership interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock limited partnership interests or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, thereto or (E) any dividend in the form of stocklimited partnership interests, warrants, options or other rights where the dividend stock limited partnership interests or the stock limited partnership interests issuable upon exercise of such warrants, options or other rights is the same stock limited partnership interests as that on which the dividend is being paid or ranks pari passu with or junior to such stocklimited partnership interests).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that (x) during the Modification Period and/or (y) if an Event of Default shall have occurred and be continuing or (other than an Event of Default caused solely by the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such noticeact, or such Extension Periodfailure to act, or any extension thereof, shall be continuingof the Trustee), it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock’s Equity Interests, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of any such Subsidiary’s preferred stock or other Equity Interests entitling the holders thereof to a stated rate of return (for the avoidance of doubt, whether such preferred stock or other Equity Interests are perpetual or otherwise) other than to the Company, or (iiiii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company in connection with any employment contract, benefit plan or other similar arrangement in effect prior to the date hereof with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with the issuance of capital stock Equity Interest of the Company (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodEvent of Default, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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 ’s indebtedness for any class or series of the Company's capital stock’s Equity Interests, (C) the purchase of fractional interests in shares Equity Interests of the Company's capital stock Company pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock Equity Interests or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stockEquity Interests, warrants, options or other rights where exercisable for Equity Interests (F) dividends or distributions necessary in order for the dividend Company to maintain its REIT status, provided that any such declaration or payment during the Modification Period shall be in the form of stock to the extent permitted by the Code, or (G) any other transaction consented to in writing by Holders representing a majority in aggregate principal amount of the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)Securities in their sole discretion.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's Companys capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees the Guarantor covenant and agree with each Holder of Securities of a series issued to a Kingsway Financial Capital Trust that it will not (a) declare or pay dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock (which includes common and preferred stock), or (b) make, or permit any Subsidiary to make, any payment of principal, interest or premium, if any (other than payments under the Subordinated Notes), on or repay, repurchase or redeem any debt security that ranks pari passu with or junior in interest to the Securities of such series, the Guarantee or the Guarantee Agreement with respect thereto or the Subordinated Notes, or (c) make, or permit any Subsidiary to make, any guarantee payments with respect to any guarantee of any debt security (other than payments under the related Guarantee Agreement or the Guarantee with respect to the Securities of such series), if such guarantee ranks pari passu with or junior in interest to the Securities of such series, the Guarantee or the Guarantee Agreement with respect thereto, if at such time (i) there shall have occurred any event of which the Company or the Guarantor has actual knowledge that (x) with the giving of notice or the lapse of time or both, would constitute an Event of Default hereunder and (y) in respect of which the Company shall not have occurred and taken reasonable steps to cure, (ii) the Guarantor shall be continuing in default with respect to its payment of any obligations under the related Guarantee Agreement or (iii) the Company shall have given notice of its election to begin an Extension Period with respect to the Securities as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. Notwithstanding the foregoing, it the following shall not be prohibited: (i) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A1) repurchases, redemptions or other acquisitions of shares of capital stock of the Company Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable occurrence of the Event of Default or selection of an Extension PeriodPeriod by the Company, as applicable, (B2) as a result any transactions described in (a) or (b) above resulting from any reclassification of an the Guarantor's capital stock, or the exchange or conversion of any class or series of the CompanyGuarantor's capital stock (for any other class or any capital stock of a Subsidiary series of the Company) Guarantor's capital stock, or the exchange or conversion of any class or series of the Guarantor's Indebtedness 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 CompanyGuarantor's capital stock, (C3) the purchase of fractional interests in shares of the CompanyGuarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (D4) any declaration of a dividend in connection with any Rights Planstockholders' rights plan, or the issuance of rights, stock or other property under any Rights Plan stockholders' rights plan, or the redemption or repurchase of rights pursuant thereto. The Company also covenants with each Holder of Securities of a series issued to Kingsway Financial Capital Trust (i) to maintain directly or indirectly 100% ownership of the Common Securities of such Kingsway Financial Capital Trust; provided, however, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities, (ii) not to voluntarily terminate, dissolve, windup or liquidate such Kingsway Financial Capital Trust, except (a) in connection with a distribution of the Securities of such series to the holders of Preferred Securities and Common Securities in liquidation of such Kingsway Financial Capital Trust, (b) in connection with the redemption of all the Preferred Securities and Common Securities of such Kingsway Financial Capital Trust or (Ec) any dividend in connection with certain mergers, consolidations or amalgamations permitted by the form of stockrelated Trust Agreement and (iii) to use its reasonable efforts, warrants, options or other rights where consistent with the dividend stock or the stock issuable upon exercise terms and provisions of such warrantsTrust Agreement: (x) to cause such Kingsway Financial Capital Trust to remain classified as a grantor trust and not an association taxable as a corporation for United States Federal income tax purposes, options and (y) to avoid involuntary dissolution, winding up or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to liquidation of such stock)Kingsway Financial Capital Trust.

Additional Covenants. (a) The Company Each of the Corporation and the Guarantor covenants and agrees with each Holder of Securities of each series that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (ix) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the CompanyCorporation's or the Guarantor's capital stock, or (iiy) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company Corporation or the Guarantor (including other Securities) that rank pari passu in all respects with or junior in interest to the Securities of such series or the Guarantees, respectively (other than (Aa) repurchases, redemptions or other acquisitions of shares of capital stock of the Company Corporation or the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company Corporation or the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (Bb) as a result of an exchange or conversion of any class or series of the CompanyCorporation's or the Guarantor's capital stock (or any capital stock of a Subsidiary of the CompanyCorporation or the Guarantor) for any class or series of the CompanyCorporation's or the Guarantor's capital stock stock, respectively, or of any class or series of the CompanyCorporation's or the Guarantor's indebtedness for any class or series of the CompanyCorporation's or the Guarantor's capital stock, respectively, (Cc) the purchase of fractional interests in shares of the CompanyCorporation's or the Guarantor's capital stock stock, respectively, pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (Dd) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan Plan, or the redemption or repurchase of rights pursuant thereto, or (Ee) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)) if at such time (i) there shall have occurred any event (A) of which the Corporation or the Guarantor has actual knowledge that with the giving of notice or the lapse of time, or both, would constitute an Event of Default with respect to the Securities of such series, and (B) which the Corporation and the Guarantor shall not have taken reasonable steps to cure, (ii) if the Securities of such series are held by an Issuer Trust, the Corporation or the Guarantor shall be in default with respect to its payment of any obligations under the Guarantee Agreement relating to the Capital Securities issued by such Issuer Trust, or (iii) the Corporation shall have given notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. The Corporation also covenants with each Holder of Securities of a series issued to an Issuer Trust (i) to hold, directly or indirectly, 100% of the Common Securities of such Issuer Trust, provided that any permitted successor of the Corporation hereunder may succeed to the Corporation's ownership of such Common Securities, (ii) as holder of such Common Securities, not to voluntarily terminate, wind-up or liquidate such Issuer Trust, other than (a) in connection with a distribution of the Securities of such series to the holders of the related Capital Securities in liquidation of such Issuer Trust, or (b) in connection with certain mergers, consolidations or amalgamations permitted by the related Trust Agreement, and (iii) to use its reasonable efforts, consistent with the terms and provisions of such Trust Agreement, to cause such Issuer Trust to continue not to be taxable as a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if (i) there shall have occurred any event that would constitute an Event of Default (as defined herein) or (ii) the Company shall have occurred and be continuing in default with respect to its payment of any obligations under the Guarantee or Common Guarantee, or (iii) the Company shall have given notice of its election to begin an Extension Period with respect to defer payments of interest on such Securities by extending the Securities interest payment period as provided in this Supplemental Indenture No. 4 and shall not have rescinded such notice, or such Extension Periodperiod, or any extension thereof, shall be continuing, it then (a) the Company shall not (i) declare or pay any dividends or distributions dividend on, make any distribution with respect to, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, to any of its capital stock (other than (i) purchases or acquisitions of shares of the Company's capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital common stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of satisfaction by the Company (of its obligations under any employee benefit plans or securities convertible into the satisfaction by the Company of its obligation pursuant to any contract or exercisable for such capital security requiring it to purchase shares of its common stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (Bii) as a result of an a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any another 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 its capital stock, (Ciii) the purchase of fractional interests in shares of the Company's capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (Div) redemptions or purchases pursuant to the Company's Rights Agreement, dated August 7, 1995, between the Company and AmSouth Bank of Alabama as Rights Agent), (b) the Company shall not make any declaration payment of a dividend in connection with any Rights Planprincipal, the issuance of rightspremium, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant theretoif any, or (E) interest on or repay, repurchase or redeem any dividend in debt securities issued by the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as Company that on which the dividend is being paid or ranks rank pari passu with or junior to the Securities and (c) the Company shall not make any guarantee payments with respect to the foregoing (other than pursuant to either of the Guarantees, the 8 1/4% TOPrS Guarantees or the Series A Guarantee). The Company agrees (i) to directly or indirectly maintain 100% ownership of the Common Securities; provided, however, that any permitted successor of the Company under the Indenture may succeed to the Company's ownership of such stock)Common Securities, (ii) not to voluntarily terminate, wind-up or liquidate PLC Capital, except (a) in connection with a distribution of Securities to the holders of the Preferred Securities in liquidation of PLC Capital, or (b) in connection with certain mergers, consolidations or amalgamations permitted by the Declaration of Trust and (iii) to use its reasonable efforts, consistent with the terms and provisions of the Declaration of Trust, to cause PLC Capital to remain a grantor trust and not to be classified as an association taxable as a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if (i) there shall have occurred any event that would constitute an Event of Default (as defined herein) or (ii) the Company shall have occurred and be continuing in default with respect to its payment of any obligations under the Guarantee or Common Guarantee, or (iii) the Company shall have given notice of its election to begin an Extension Period with respect to defer payments of interest on such Securities by extending the Securities interest payment period as provided in this Supplemental Indenture No. 4 and shall not have rescinded such notice, or such Extension Periodperiod, or any extension thereof, shall be continuing, it then (a) the Company shall not (i) declare or pay any dividends or distributions dividend on, make any distribution with respect to, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, to any of its capital stock (other than (i) purchases or acquisitions of shares of the Company's capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital common stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of satisfaction by the Company (of its obligations under any employee benefit plans or securities convertible into the satisfaction by the Company of its obligation pursuant to any contract or exercisable for such capital security requiring it to purchase shares of its common stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (Bii) as a result of an a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any another 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 its capital stock, (Ciii) the purchase of fractional interests in shares of the Company's capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (Div) redemptions or purchases pursuant to the Company's Rights Agreement, dated August 7, 1995, between the Company and AmSouth Bank of Alabama as Rights Agent), (b) the Company shall not make any declaration payment of a dividend in connection with any Rights Planprincipal, the issuance of rightspremium, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant theretoif any, or (E) interest on or repay, repurchase or redeem any dividend in debt securities issued by the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as Company that on which the dividend is being paid or ranks rank pari passu with or junior to the Securities and (c) the Company shall not make any guarantee payments with respect to the foregoing (other than pursuant to either of the Guarantees, the Series D Guarantees or the Series E Guarantee). The Company agrees (i) to directly or indirectly maintain 100% ownership of the Common Securities; provided, however, that any permitted successor of the Company under the Indenture may succeed to the Company's ownership of such stock)Common Securities, (ii) not to voluntarily terminate, wind-up or liquidate PLC Capital, except (a) in connection with a distribution of Securities to the holders of the Preferred Securities in liquidation of PLC Capital, or (b) in connection with certain mergers, consolidations or amalgamations permitted by the Declaration of Trust and (iii) to use its reasonable efforts, consistent with the terms and provisions of the Declaration of Trust, to cause PLC Capital to remain a grantor trust and not to be classified as an association taxable as a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stockshare capital, or (ii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of share capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock shareholder share purchase plan or in connection with the issuance of share capital stock of the Company (or securities convertible into or exercisable for such capital stockshare capital) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's share capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's share capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stockshare capital, (C) the purchase of fractional interests in shares of the Company's share capital stock pursuant to the conversion or exchange provisions of such share capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock shares or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, thereto or (E) any dividend in the form of stockshares, warrants, options or other rights where the bonus shares, dividend stock or the stock shares issuable upon exercise of such warrants, options or other rights is are the same stock shares as that on which the dividend is being paid or ranks pari passu with or junior to such stockshares).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in 57 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 applicable Event of Default or Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities of each series that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (ix) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (iiy) make any payment of principal of or any interest or premium premium, if any, 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 Securities of such series make any guarantee payments with respect to any guarantee by the Issuer of the debt securities of any subsidiary if such guarantee ranks pari passu in all respects with or junior in interest to the Securities of such series (other than (Aa) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (Bb) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (Cc) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (Ed) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).) if at such time (i) there shall have occurred any event (A) of which the Company has knowledge that with the giving of notice or the lapse of time, or both, would constitute an Event of Default with respect to the Securities of such series, and (B) which the Company shall not have taken reasonable steps to cure, (ii) if the Securities of such series are held by an Issuer Trust, the Company shall be in default with respect to its payment of any obligations under the Guarantee Agreement relating to the Preferred Securities issued by such Issuer Trust, or (iii) the Company shall have given notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. The Company also covenants with each Holder of Securities of a series issued to an Issuer Trust (i) to hold, directly or indirectly, 100% of the Common Securities of such Issuer Trust, provided that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities, (ii) as holder of such Common Securities, not to voluntarily terminate, wind-up or liquidate such Issuer Trust, other than (a) in connection with a distribution of the Securities of such series to the holders of the related Preferred Securities in liquidation of such Issuer Trust, or

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock’s Equity Interests, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any preferred Equity Interests or other Equity Interests entitling the holders thereof to a stated rate of return (for the avoidance of doubt, whether such preferred stock or other Equity Interests are perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with (2) a dividend reinvestment or stockholder stock Equity Interests purchase plan or in connection with (3) the issuance of capital stock or other Equity Interests of the Company (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodEvent of Default, (B) as a result of an exchange exchange, conversion or conversion reclassification or combination of any class or series of the Company's capital stock ’s Equity Interests (or any capital stock Equity Interests of a Subsidiary of the Company) for any class or series of the Company's capital stock ’s Equity Interests (or in the case of a Subsidiary, any class or series of such Subsidiary’s Equity Interests) or any class or series of the Company's ’s indebtedness for any class or series of the Company's capital stock’s Equity Interests (or in the case of indebtedness of a Subsidiary, or any class or series of such Subsidiary’s indebtedness for any class or series of such Subsidiary’s Equity Interests), (C) the purchase of fractional interests in shares of the Company's capital stock ’s Equity Interests (or the Equity Interests of a Subsidiary) pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock Equity Interests or other property under any Rights Plan Plan, or the redemption or repurchase of rights pursuant thereto, thereto or (E) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interest or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is the same stock Equity Interest as that on which the dividend is being paid or ranks pari passu with or junior to such stockEquity Interest and any cash payments in lieu of fractional Equity Interests issued in connection therewith).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on. or redeem, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that (i) during the Modification Period and (ii) if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or otherwise acquire, or make a liquidation payment with respect to, any of the Company’s common or preferred stock or other Equity Interests, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, or otherwise acquire, or make a liquidation payment with respect to, any shares of any such Subsidiary’s common or preferred stock or other Equity Interests (for the avoidance of doubt, whether such Equity Interests are perpetual or otherwise) other than to the Company's capital stock, or (iiiii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 while the Modification Period is not in effect prior to the applicable Extension Periodan Event of Default, (B) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stockstock upon substantially the same terms, (C) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock) (F) with respect to the Taberna Indenture I, the Taberna Indenture II, the Attentus Indenture I, the Kodiak/Attentus Indenture III and the Original Kodiak Indentures or (G) any other dividends or distributions necessary in order for the Company to maintain its REIT status, provided that (x) such dividend or distributions shall be declared and paid in stock in an amount up to the maximum extent permitted by the Code or rules and regulations promulgated thereunder, with the balance payable in cash, and (y) the Company shall be permitted to increase its distribution from the minimum requirement under the Code to distribute ninety percent (90%) of its taxable income to one hundred percent (100%) of the taxable income and, with respect to this subsection (G), any violation of this subsection G shall not be an Event of Default unless the Company or the Guarantor fail to cure to the satisfaction of the Holders of a majority in aggregate principal amount of the of the Outstanding Securities any breach or default within seven (7) days after discovery thereof.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's ’s capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or reinvestment, stockholder stock purchase plan or 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 applicable Extension Period, or repurchases pursuant to the terms of any stock repurchase plan as in effect on the date hereof, (B) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stock, (C) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).. 57

Additional Covenants. (a) The Company covenants and agrees with each Holder holder of Securities of a series issued to an Aon Trust that it shall not, and it shall cause any Subsidiary not to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any shares of the Company’s Capital Stock (which includes Common Stock and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank on a parity with or junior to the Securities of such series or make any guarantee payments with respect to any Aon Guarantee or other guarantee by the Company of debt securities of any Subsidiary that by its terms ranks on a parity with or junior to the Securities of such series (other than (a) dividends or distributions in Common Stock; (b) any declaration of a dividend in connection with the implementation of a Rights Plan, the issuance of any Capital Stock of any class or series of preferred stock of the Company under any Rights Plan or the redemption or repurchase of any rights distributed pursuant to a Rights Plan; (c) payments under any Aon Guarantee relating to the Preferred Securities issued by the Aon Trust holding the Securities of such series; and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefit plans for its directors, officers, employees, consultants or advisors) if at such time (i) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice or the lapse of time or both, would constitute an Event of Default hereunder and (b) in respect of which the Company shall not have occurred and taken reasonable steps to cure, (ii) the Company shall be continuing in default with respect to its payment of any obligations under the related Aon Guarantee or (iii) the Company shall have given notice of its election to begin an Extension Period with respect to the Securities as provided in Section 2.10 and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not . The Company also covenants with each holder of Securities of a series issued to an Aon Trust (i) declare to maintain directly or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares indirectly 100% ownership of the Common Securities of such Aon Trust; provided, however, that any permitted successor or assignee of the Company hereunder may succeed to the Company's capital stock’s ownership of such Common Securities, or (ii) make any payment of principal of not to voluntarily terminate, wind up or any interest or premium on or repayliquidate such Aon Trust, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities except (other than (Aa) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment prepayment in full of the Securities or stockholder stock purchase plan a distribution of the Securities of such series to the holders of Preferred Securities in liquidation of such Aon Trust or (b) in connection with certain mergers, consolidations or amalgamations permitted by the issuance of capital stock of relevant Trust Agreement and (iii) to use its reasonable efforts, consistent with the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange terms and provisions of such capital stock or the security being converted or exchangedTrust Agreement, (D) any declaration of to cause such Aon Trust to remain classified as a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock grantor trust and not an association taxable as that on which the dividend is being paid or ranks pari passu with or junior to such stock)a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock’s Equity Interests, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of such Subsidiaries’ preferred stock or other Equity Interests entitling the holders thereof to a stated rate of return (for the avoidance of doubt, whether such preferred stock or other Equity Interests is perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension PeriodEvent of Default, (B) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock or equity interests of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stock, (C) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan Plan, or the redemption or repurchase of rights pursuant thereto, thereto or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock’s Equity Interests, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any of such Subsidiary’s Equity Interests entitling the holders thereof to a stated rate of return, other than dividends or distributions on Equity Interests issued by any Subsidiary solely payable to the Company or any Subsidiary thereof (for the avoidance of doubt, whether such Equity Interests are perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with the issuance of capital stock Equity Interests of the Company (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the applicable Event of Default or Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock ’s Equity Interests (or any capital stock Equity Interests of a Subsidiary of the Company) for any class or series of the Company's capital stock ’s Equity Interests or of any class or series of the Company's ’s indebtedness for any class or series of the Company's capital stock’s Equity Interests, (C) the purchase of fractional interests in shares Equity Interests of the Company's capital stock Company pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock Equity Interests or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is are the same stock Equity Interests as that those on which the dividend is being paid or ranks rank pari passu with or junior to such stockEquity Interests).. 50 [TPW: NYLEGAL:665375.4] 20965-00009 07/19/2007 07:27 PM

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities of each series that if an Event of Default it shall have occurred not, and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not permit any Subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (ii) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu with or junior in all respects interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities (other than (Aa) repurchases, redemptions or other acquisitions of shares of the Company's capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of the Company's 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 applicable Event of Default, default or Extension Period, as the case may be, (Bb) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (Cc) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (Dd) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan Plan, or the redemption or repurchase of rights pursuant thereto, (e) payments under the Guarantee with respect to the Securities of such series, or (Ef) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)) if at such time (x) there shall have occurred any event of which the Company has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default with respect to the Securities of such series and (B) in respect of which the Company shall not have taken reasonable steps to cure, (y) if the Securities of such series are held by a Trust, the Company shall be in default with respect to its payment of any obligations under the Guarantee relating to the Capital Securities issued by such Trust or (z) the Company shall have given notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. The Company also covenants with each Holder of Securities of a series issued to a Trust (i) to maintain directly 100% ownership of the Common Securities of such Trust; provided, however, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities, (ii) cause such trust to remain a Delaware business trust and not to voluntarily terminate, wind-up or liquidate such Trust, except (a) in connection with a distribution of the Securities of such series to the holders of the Trust Securities of such Trust in liquidation of such Trust or (b) in connection with certain mergers, consolidations or amalgamations permitted by the related Trust Agreement and (iii) to take no action that would be reasonably likely to cause such Trust to be classified as an association or a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities of a series issued to a Bancorp Hawaii Capital Trust that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall will not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (ii) make any payment of principal of or any principal, interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Other Debt) that rank pari passu with or junior in all respects interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of debt securities of any subsidiary of the company (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest to the Securities (other than (Aa) repurchasesdividends or distributions in Common Stock of the Company, redemptions (b) any declaration of a 100 91 dividend in connection with the implementation of a stockholders' rights plan, or other the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Guarantee Agreement, (d) purchases or acquisitions of shares of capital stock of the Company Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock contractual obligation of the Company (other than a contractual obligation ranking pari passu with or securities convertible into or exercisable for such capital stock) as consideration junior in an acquisition transaction entered into prior interest to the applicable Extension Periodthese Securities), (Be) as a result of an a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (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 another class or series of the Company's capital stock, or (Cf) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), if at such time (i) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice or the lapse of time or both, would constitute an Event of Default hereunder and (b) in respect of which the Company shall not have taken reasonable steps to cure, (Dii) the Company shall be in default with respect to its payment of any declaration obligations under the related Bancorp Hawaii Guarantee or (iii) the Company shall have given notice of its election to begin an Extension Period as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. The Company also covenants with each Holder of Securities of a dividend series issued to a Bancorp Hawaii Capital Trust (i) to maintain directly or indirectly 100% ownership of the Common Securities of such Bancorp Hawaii Capital Trust; provided, however, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities, (ii) not to voluntarily terminate, windup or liquidate such Bancorp Hawaii Capital Trust, except (a) in connection with any Rights Plan, a distribution of the issuance Securities of rights, stock or other property under any Rights Plan or such series to the redemption or repurchase holders of rights pursuant thereto, Capital Securities in liquidation of such Bancorp Hawaii Capital Trust or (Eb) any dividend in connection with certain mergers, consolidations or amalgamations permitted by the form of stockrelated Trust Agreement and (iii) to use its reasonable efforts, warrants, options or other rights where consistent with the dividend stock or the stock issuable upon exercise terms and provisions of such warrantsTrust Agreement, options or other rights is the same stock to cause such Bancorp Hawaii Capital Trust to remain classified as that on which the dividend is being paid or ranks pari passu with or junior to such stock)a grantor trust and not an association 101 92 taxable as a corporation for United States Federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder holder of Securities of a series issued to a Xxxxxx Capital Trust that it shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any shares of the Company's Capital Stock (which includes Common Stock and preferred stock), or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank on a parity with or junior to the Securities of such series or make any guarantee payments with respect to any Xxxxxx Guarantee or other guarantee by the Company of debt securities of any Subsidiary that by its terms ranks on a parity with or junior to the Securities of such series (other than (a) dividends or distributions in Common Stock, or options, warrants or rights to subscribe for or purchase shares of Common Stock of the Company; (b) any declaration of a dividend in connection with the implementation of a Rights Plan, or the issuance of any Capital Stock of any class or series of preferred stock of the Company under any Rights Plan in the future or the redemption or repurchase of any rights distributed pursuant to a Rights Plan; (c) payments under any Xxxxxx Guarantee relating to the Preferred Securities issued by the Xxxxxx Capital Trust holding the Securities of such series; (d) as a result of reclassification of the Company's Capital Stock or the exchange or conversion of one class or series of the Company's Capital Stock pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted or exchanged and (f) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's stock option, stock purchase, stock loan or other benefit plans for its directors, officers, employees, consultants or advisors or any of the Company's dividend reinvestment plans, in each case as now existing or hereafter established or amended) if at such time (i) there shall have occurred any event of which the Company has actual knowledge that (a) with the giving of notice or the lapse of time or both, would constitute an Event of Default hereunder and (b) in respect of which the Company shall not have occurred and taken reasonable steps to cure, (ii) the Company shall be continuing in default with respect to its payment of any obligations under the related Xxxxxx Guarantee or (iii) the Company shall have given notice of its election to begin an Extension Period with respect to the Securities as provided in Section 2.10 and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not . The Company also covenants with each holder of Securities of a series issued to a Xxxxxx Capital Trust (i) declare to maintain directly or pay indirectly 100% ownership of the Common Securities of such Xxxxxx Capital Trust; provided, however, that any dividends permitted successor or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares assignee of the Company hereunder may succeed to the Company's capital stockownership of such Common Securities, or (ii) make any payment of principal of not to voluntarily terminate, wind up or any interest or premium on or repayliquidate such Xxxxxx Capital Trust, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or junior in interest to the Securities except (other than (Aa) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment prepayment in full of the Securities or stockholder stock purchase plan a distribution of the Securities of such series to the holders of Preferred Securities in liquidation of such Xxxxxx Capital Trust or (b) in connection with certain mergers, consolidations or amalgamations permitted by the issuance of capital stock of relevant Trust Agreement and (iii) to use its reasonable efforts, consistent with the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange terms and provisions of such capital stock or the security being converted or exchangedTrust Agreement, (D) any declaration of to cause such Xxxxxx Capital Trust to remain classified as a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock grantor trust and not an association taxable as that on which the dividend is being paid or ranks pari passu with or junior to such stock)a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's ’s capital stock, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of any such Subsidiary’s preferred stock or other capital stock entitling the holders thereof to a stated rate of return (for the avoidance of doubt, whether such preferred stock or other capital stock are perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Event of Default or Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stock, (C) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities Debentures that if an Event of Default it shall have occurred not, and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not permit any Subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (ii) make any payment of principal of of, premium, if any, or any interest or premium 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 Securities Debentures or (iii) make any guarantee payments with respect to any guarantee by the Company of debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures (other than (Aa) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (Db) any declaration of a dividend in connection with any Rights Plan, the issuance implementation of rights, stock or other property under any a Rights Plan or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan, (c) payments under the Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan, or related to the issuance of Common Stock (Eor securities convertible or exchangeable for Common Stock) as consideration in an acquisition transaction that was entered into prior to the commencement of such Extension Period) if at such time (x) there shall have occurred any dividend in event of which the form Company has actual knowledge that (A) with the giving of stock, warrants, options or other rights where the dividend stock notice or the stock issuable upon exercise lapse of such warrantstime or both, options or other rights is would constitute an Event of Default with respect to the same stock as that on Debentures and (B) in respect of which the dividend is being paid Company shall not have taken reasonable steps to cure, (y) if the Debentures are held by the Trust, the Company shall be in default with respect to its payment of any obligations under the Guarantee or ranks pari passu (z) the Company shall have given notice of its election to begin an Extension Period with respect to the Debentures as provided herein and shall not have rescinded such notice, or junior such Extension Period or any extension thereof shall be continuing. The Company also covenants: (i) to such stock)maintain directly or indirectly 100% ownership of the Common Securities; provided, however, that any permitted successor of the Company hereunder may succeed to the Company's ownership of the Common Securities; (ii) not to voluntarily terminate, wind-up or liquidate the Trust, except (a) in connection with a distribution of the Debentures to the holders of the Trust Securities in a liquidation of the Trust permitted by the Trust Agreement or (b) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement; and (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Trust to remain classified as a grantor trust and not an association taxable as a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities Senior Notes that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares Equity Interests of the Company's capital stock, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any preferred Equity Interests of such Subsidiaries or other Equity Interests entitling the holders thereof to a stated rate of return (for the avoidance of doubt, whether such preferred Equity Interests are perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities Debt of the Company that rank pari passu in all respects with or junior in interest to the Securities other than Permitted Debt (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock Equity Interests purchase plan or in connection with the issuance of capital stock of Equity Interests in the Company (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodEvent of Default, (B) as a result of an exchange exchange, conversion reclassification or conversion combination of any class or series of the Company's capital stock ’s Equity Interests (or any capital stock of Equity Interests in a Subsidiary of the Company) for any class or series of the Company's capital stock ’s Equity Interests or of any class or series of the Company's ’s indebtedness for any class or series of the Company's capital stock’s Equity Interests, (C) the purchase of fractional interests in shares the Equity Interests of the Company's capital stock Company pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock Equity Interests or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, thereto or (E) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interest or the stock Equity Interest issuable upon exercise of such warrants, options or other rights is the same stock Equity Interest as that on which the dividend is being paid or ranks pari pan passu with or junior to such stockEquity Interest).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares Equity Interests of the Company's capital stock, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any preferred Equity Interests of such Subsidiaries or other Equity Interests entitling the holders thereof to a stated rate of return (for the avoidance of doubt, whether such preferred Equity Interests are perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock Equity Interests purchase plan or in connection with the issuance of capital stock of Equity Interests in the Company (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodEvent of Default, (B) as a result of an exchange exchange, conversion, reclassification or conversion combination of any class or series of the Company's capital stock ’s Equity Interests (or any capital stock of Equity Interests in a Subsidiary of the Company) for for, of or with any class or series of the Company's capital stock ’s Equity Interests or of any class or series of the Company's ’s indebtedness for any class or series of the Company's capital stock’s Equity Interests, (C) the purchase of fractional interests in shares the Equity Interests of the Company's capital stock Company pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock Equity Interests or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, thereto or (E) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interest or the stock Equity Interest issuable upon exercise of such warrants, options or other rights is the same stock Equity Interest as that on which the dividend is being paid or ranks pari passu with or junior to such stockEquity Interest).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities of a series issued to a BancorpSouth Capital Trust that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall will not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (ii) make any payment of principal of or any principal, interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in all respects interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of debt securities of any subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest to the Securities (other than (Aa) repurchasesdividends or distributions in Common Stock of the Company, redemptions (b) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or other the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the BancorpSouth Guarantee, (d) purchases or acquisitions of shares of capital stock of the Company Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock contractual obligation of the Company (other than a contractual obligation ranking pari passu with or securities convertible into or exercisable for such capital stock) as consideration junior in an acquisition transaction entered into prior interest to the applicable Extension Periodthese Securities), (Be) as a result of an a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (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 another class or series of the Company's capital stock, or (Cf) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), if at such time (i) there shall have occurred an Event of Default, (Dii) the Company shall be in default with respect to its payment of any declaration obligations under the related BancorpSouth Guarantee or (iii) the Company shall have given notice of its election to begin an Extension Period as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. The Company also covenants with each Holder of Securities of a dividend series issued to a BancorpSouth Capital Trust (i) to maintain directly 100% ownership of the Common Securities of such BancorpSouth Capital Trust; provided, however, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities, (ii) not to voluntarily terminate, windup or liquidate such BancorpSouth Capital Trust, except in connection with any Rights Plan(a) a distribution of the Securities of such series to the holders of Capital Securities in liquidation of such BancorpSouth Capital Trust, (b) redemption of all of the issuance Trust Securities of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, a BancorpSouth Capital Trust or (Ec) any dividend in certain mergers, consolidations or amalgamations 90 83 permitted by the form of stockrelated Trust Agreement and (iii) to use its reasonable efforts, warrants, options or other rights where consistent with the dividend stock or the stock issuable upon exercise terms and provisions of such warrantsTrust Agreement, options or other rights is the same stock to cause such BancorpSouth Capital Trust to remain classified as that on which the dividend is being paid or ranks pari passu with or junior to such stock)a grantor trust and not an association taxable as a corporation for United States Federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's ’s capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (B) as a result of an a reclassification of the Guarantor’s capital stock or the exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stock, (C) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend or distribution in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend or distribution in the form of stock, warrants, options or other rights where the dividend or distribution stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend or distribution is being paid or ranks pari passu with or junior to such stock).. EXHIBIT 4.2

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities of a series issued to a Highlands Capital Trust that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall will not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or any principal, interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu with or junior in all respects interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of debt securities of any subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest to the Securities (other than (Aa) repurchasesdividends or distributions in Common Stock of the Company, redemptions (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or other the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Company Guarantee, (d) purchases or acquisitions of shares of capital stock of the Company Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock contractual obligation of the Company (other than a contractual obligation ranking pari passu with or securities convertible into or exercisable for such capital stock) as consideration junior in an acquisition transaction entered into prior interest to the applicable Extension Periodthese Securities), (Be) as a result of an a reclassification of the Company's capital Stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any another 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, (Cf) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), if at such time (i) there shall have occurred an Event of Default, (Dii) the Company shall be in default with respect to its payment of any declaration obligations under the related Company Guarantee or (iii) the Company shall have given notice of its election to begin an Extension Period as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. The Company also covenants with each Holder of Securities of a dividend series issued to a Highlands Capital Trust (i) to maintain directly, or indirectly through a wholly owned Subsidiary, 100% ownership of the Common Securities of such Highlands Capital Trust; provided, however, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities, (ii) not to voluntarily terminate, wind-up or liquidate such Highlands Capital Trust, except (a) in connection with any Rights Plan, a distribution of the issuance Securities of rights, stock or other property under any Rights Plan or such series to the redemption or repurchase holders of rights pursuant thereto, Capital Securities in liquidation of such Highlands Capital Trust or (Eb) any dividend in connection with certain mergers, consolidations or amalgamations permitted by the form of stockrelated Trust Agreement and (iii) to use its reasonable best efforts, warrants, options or other rights where consistent with the dividend stock or the stock issuable upon exercise terms and provisions of such warrantsTrust Agreement, options or other rights is the same stock (x) not to adversely affect such Highlands Capital Trust's status as that on which the dividend is being paid or ranks pari passu with or junior a grantor trust and (y) not to cause such stock)Highlands Capital Trust to be classified as an association taxable as a corporation for United States Federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (ii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, thereto or (EF) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that (i) during the Modification Period and (ii) if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or otherwise acquire, or make a liquidation payment with respect to, any of the Company’s common or preferred stock or other Equity Interests, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, or otherwise acquire, or make a liquidation payment with respect to, any shares of any such Subsidiary’s common or preferred stock or other Equity Interests (for the avoidance of doubt, whether such Equity Interests are perpetual or otherwise) other than to the Company's capital stock, or (iiiii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 while the Modification Period is not in effect prior to the applicable Extension Periodan Event of 55 Default, (B) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stockstock upon substantially the same terms, (C) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock), (F) with respect to the Taberna Indenture II, the Attentus Indenture I, the Attentus Indenture II, the Kodiak/Attentus Indenture III and the Original Kodiak Indentures or (G) any other dividends or distributions necessary in order for the Company to maintain its REIT status, provided that (x) such dividend or distributions shall be declared and paid in stock in an amount up to the maximum extent permitted by the Code or rules and regulations promulgated thereunder, with the balance payable in cash, and (y) the Company shall be permitted to increase its distributions from the minimum requirement under the Code to distribute ninety percent (90%) of its taxable income to one hundred percent (100%) of its taxable income and, with respect to this subsection (G), any violation of this subsection (G) shall not be an Event of Default unless the Company fails to cure to the satisfaction of the Holders of a majority in aggregate principal amount of the Outstanding Securities any such violation within seven (7) days after discovery thereof.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock’s Equity Interests, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries (other than a Subsidiary that is a depository institution, or a Subsidiary thereof) to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any of such Subsidiary’s Equity Interests entitling the holders thereof to a stated rate of return, other than dividends or distributions on Equity Interests issued by any Subsidiary solely payable to the Company or any Subsidiary thereof (for the avoidance of doubt, whether such Equity Interests are perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase or similar plan with respect to any Equity Interests or in connection with the issuance of capital stock Equity Interests of the Company (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the applicable Event of Default or Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock ’s Equity Interests (or any capital stock Equity Interests of a Subsidiary of the Company) for any class or series of the Company's capital stock ’s Equity Interests or of any class or series of the Company's ’s indebtedness for any class or series of the Company's capital stock’s Equity Interests, (C) the purchase of fractional interests in shares Equity Interests of the Company's capital stock Company pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock Equity Interests or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interests or the stock Equity Interests issuable upon exercise of such warrants, options or other rights is are the same stock Equity Interests as that those on which the dividend is being paid or ranks rank pari passu with or junior to such stockEquity Interests).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities of each series that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not not: (ia) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (iib) make any payment of principal of or any interest or premium premium, if any, 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 Securities of such series, [if applicable, insert - including the Company's obligations associated with the Outstanding Capital Securities] (other than (Ai) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension PeriodPeriod or other event referred to below, (Bii) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (Ciii) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (Div) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan Plan, or the redemption or repurchase of rights pursuant thereto, or (Ev) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock)) if at such time (A) there shall have occurred any event (x) of which the Company has actual knowledge that with the giving of notice or the lapse of time, or both, would constitute an Event of Default with respect to the Securities, and (y) which the Company shall not have taken reasonable steps to cure, (B) if the Securities of such series are held by an Issuer Trust, the Company shall be in default with respect to its payment of any obligations under the Guarantee relating to the Capital Securities issued by an Issuer Trust, or (C) the Company shall have given notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. The Company also covenants with each Holder of Securities of a series issued to an Issuer Trust (a) to hold, directly or indirectly, 100% of the Common Securities of such Issuer Trust, provided that any permitted successor of the Company as provided under Section 8.2 may succeed to the Company's ownership of such Common Securities, (b) as holder of such Common Securities, not to voluntarily terminate, windup or liquidate such Issuer Trust, other than (i) in connection with a distribution of the Securities of such series to the holders of the related Capital Securities in liquidation of such Issuer Trust, or (ii) in connection with certain mergers, consolidations or amalgamations permitted by the related Trust Agreement, and (c) to use its reasonable efforts, consistent with the terms and provisions of such Trust Agreement, to cause such Issuer Trust to continue not to be taxable as a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities of each series that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, stock of the Company or (ii) make any payment of principal of or any interest or premium 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 Securities of such series (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock of the Company (or any capital stock of a Subsidiary of the Company) ), for any class or series of the Company's capital stock of the Company or of any class or series of the Company's indebtedness of the Company for any class -67- or series of the capital stock of the Company's capital stock, (C) the purchase of fractional interests in shares of the Company's capital stock of the Company pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, thereto or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock), if at such time the Company shall have given notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock (for the avoidance of doubt, the term "capital stock" includes both common stock and preferred stock of the Company), (ii) vote in favor of or permit or otherwise allow any of its subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of such subsidiaries preferred stock (for the avoidance of doubt, whether such preferred stock is perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Periodsuch Event of Default, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities Debentures that if an Event of Default it shall have occurred not, and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not permit any Subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (ii) make any payment of principal of of, premium, if any, or any interest or premium 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 Securities Debentures or (iii) make any guarantee payments with respect to any guarantee by the Company of debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Debentures (other than (Aa) repurchases, redemptions dividends or other acquisitions of shares of capital stock of the Company distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (Db) any declaration of a dividend in connection with any Rights Plan, the issuance implementation of rights, stock or other property under any a Rights Plan or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan, (c) payments under the Guarantee and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan, or related to the issuance of Common Stock (Eor securities convertible or exchangeable for Common Stock) as consideration in an acquisition transaction that was entered into prior to the commencement of such Extension Period) if at such time (x) there shall have occurred any dividend in event of which the form Company has actual knowledge that (A) with the giving of stock, warrants, options or other rights where the dividend stock notice or the stock issuable upon exercise lapse of such warrantstime or both, options or other rights is would constitute an Event of Default with respect to the same stock as that on Debentures and (B) in respect of which the dividend is being paid Company shall not have taken reasonable steps to cure, (y) if the Debentures are held by the Trust, the Company shall be in default with respect to its payment of any obligations under the Guarantee or ranks pari passu (z) the Company shall have given notice of its election to begin an Extension Period with respect to the Debentures as provided herein and shall not have rescinded such notice, or junior such Extension Period or any extension thereof shall be continuing. The Company also covenants: (i) to such stock).maintain directly or indirectly 100% ownership of the Common Securities; provided, however, that any permitted successor of the Company hereunder

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if (i) there shall have occurred any event that would constitute an Event of Default (as defined herein) or (ii) the Company shall have occurred and be continuing in default with respect to its payment of any obligations under the Guarantee or Common Guarantee, or (iii) the Company shall have given notice of its election to begin an Extension Period with respect to defer payments of interest on such Securities by extending the Securities interest payment period as provided in this Supplemental Indenture No. 6 and shall not have rescinded such notice, or such Extension Periodperiod, or any extension thereof, shall be continuing, it then (a) the Company shall not (i) declare or pay any dividends or distributions dividend on, make any distribution with respect to, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, to any of its capital stock (other than (i) purchases or acquisitions of shares of the Company's capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital common stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of satisfaction by the Company (of its obligations under any employee benefit plans or securities convertible into the satisfaction by the Company of its obligation pursuant to any contract or exercisable for such capital security requiring it to purchase shares of its common stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (Bii) as a result of an a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any another 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 its capital stock, (Ciii) the purchase of fractional interests in shares of the Company's capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (Div) redemptions or purchases pursuant to the Company's Rights Agreement, dated August 7, 1995, between the Company and The Bank of New York (as successor to AmSouth Bank) as Rights Agent), (b) the Company shall not make any declaration payment of a dividend in connection with any Rights Planprincipal, the issuance of rightspremium, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant theretoif any, or (E) interest on or repay, repurchase or redeem any dividend in debt securities issued by the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as Company that on which the dividend is being paid or ranks pari passu rank PARI PASSU with or junior to the Securities, and (c) the Company shall not make any guarantee payments with respect to the foregoing (other than pursuant to either of the Guarantees or the Series A Guarantee). The Company agrees (i) to directly or indirectly maintain 100% ownership of the Common Securities; PROVIDED, HOWEVER, that any permitted successor of the Company under the Indenture may succeed to the Company's ownership of such stock)Common Securities, (ii) not to voluntarily terminate, wind-up or liquidate PLC Capital, except (a) in connection with a distribution of Securities to the holders of the Preferred Securities in liquidation of PLC Capital, or (b) in connection with certain mergers, consolidations or amalgamations permitted by the Declaration of Trust and (iii) to use its reasonable efforts, consistent with the terms and provisions of the Declaration of Trust, to cause PLC Capital to remain a grantor trust and not to be classified as an association taxable as a corporation for United States federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (ii) make any payment of principal of or any interest or premium 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). The Company also covenants with each Holder of Securities (i) to hold, directly or indirectly, one hundred percent (100%) of the Common Securities of the Trust, provided, that any permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities, (ii) as holder of such Common Securities, not to voluntarily dissolve, wind-up or liquidate the Trust other than (A) in connection with a distribution of the Securities to the holders of the Preferred Securities in liquidation of the Trust or (B) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement and (iii) to use its reasonable commercial efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Trust to continue to be taxable as a grantor trust and not as a corporation for United States Federal income tax purposes.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities Senior Notes that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares Equity Interests of the Company's capital stock, (ii) vote in favor of or permit or otherwise allow any of its Subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any preferred Equity Interests of such Subsidiaries or other Equity Interests entitling the holders thereof to a stated rate of return (for the avoidance of doubt, whether such preferred Equity Interests are perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities Debt of the Company that rank pari passu in all respects with or junior in interest to the Securities other than Permitted Debt (other than (A) 57 repurchases, redemptions or other acquisitions of shares of capital stock Equity Interests of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock Equity Interests purchase plan or in connection with the issuance of capital stock of Equity Interests in the Company (or securities convertible into or exercisable for such capital stockEquity Interests) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodEvent of Default, (B) as a result of an exchange exchange, conversion reclassification or conversion combination of any class or series of the Company's capital stock ’s Equity Interests (or any capital stock of Equity Interests in a Subsidiary of the Company) for any class or series of the Company's capital stock ’s Equity Interests or of any class or series of the Company's ’s indebtedness for any class or series of the Company's capital stock’s Equity Interests, (C) the purchase of fractional interests in shares the Equity Interests of the Company's capital stock Company pursuant to the conversion or exchange provisions of such capital stock Equity Interests or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock Equity Interests or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto, thereto or (E) any dividend in the form of stockEquity Interests, warrants, options or other rights where the dividend stock Equity Interest or the stock Equity Interest issuable upon exercise of such warrants, options or other rights is the same stock Equity Interest as that on which the dividend is being paid or ranks pari passu with or junior to such stockEquity Interest).

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities of each series that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (ii) make any payment of principal of or any interest or premium premium, if any, on or repay, repurchase or redeem any debt securities security of the Company that ranks pari passu with or junior in interest in to the Debentures in all respects or make any guarantee payments with respect to any guarantee by the Company of the debt securities or preferred securities of any Subsidiary of the Company that by their terms rank pari passu in all respects with or junior in interest to the Securities Debentures in all respects, provided, the Company may make such payments on or in respect of any other series of it debt securities and any such guarantees ranking equally with the Debentures or any Regions Guarantee relating thereto on a pro rata basis so that the payments made on such debt securities or such guarantees and the Debentures and such Regions Guarantee in all cases bear to each other the same ratio that accrued and unpaid payments on such debt securities and such guarantees and the Debentures and such Regions Guarantee bear to each other (other than than, in each case, (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or plan, 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 any applicable Extension PeriodPeriod or in connection with transactions effected by or for the account of customers of the Company or any Affiliate of the Company or in connection with the distribution, trading or market-making in respect of the Preferred Securities, (B) as a result of an any exchange or conversion of any class or series of the Company's capital stock (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, (C) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Planstockholder's rights plan, or the issuance of rights, stock or other property under any Rights Plan stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock), if at such time (1) there shall have occurred any event of which the Company has actual knowledge that (x) with the giving of notice or the lapse of time or both, would constitute an Event of Default with respect to the Securities of such series and (y) in respect of which the Company shall not have taken reasonable steps to cure, (2) if the Securities of such series are held by a Regions Trust, the Company shall be in default with respect to its payment of any obligations under the Regions Guarantee relating to the Preferred Securities issued by such Regions Trust, or (3) the Company shall have given written notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.

Additional Covenants. (a) The Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's ’s capital stock (for the avoidance of doubt, the term “capital stock” with respect to the Company shall include any ownership interest of the Company including without limitation any equity partnership units of the Company), (ii) vote in favor of or permit or otherwise allow any of its subsidiaries to declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to or otherwise retire, any shares of such subsidiaries preferred stock (for the avoidance of doubt, whether such preferred stock is perpetual or otherwise), or (iiiii) make any payment of principal of or any interest or premium premium, if any, 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 Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or 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 applicable Extension Periodsuch Event of Default, (B) as a result of an exchange or conversion of any class or series of the Company's ’s capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's ’s capital stock or of any class or series of the Company's ’s indebtedness for any class or series of the Company's ’s capital stock, (C) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in connection with any Rights Planrights plan, the issuance of rights, stock or other property under any Rights Plan rights plan or the redemption or repurchase of rights pursuant thereto, thereto or (E) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

Additional Covenants. (a) The Company covenants and --------------------- agrees with each Holder of Securities of a series issued to a Central Fidelity Capital Trust that if an Event of Default shall have occurred and be continuing or the Company shall have given notice of its election to begin an Extension Period with respect to the Securities and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, it shall will not (i) declare or pay any dividends or distributions on, or redeem redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock (which includes common and preferred stock), or (ii) make any payment of principal of or any principal, interest or premium premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including Other Debentures) that rank pari passu in all respects with or junior in interest to the ---- ----- Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of debt securities of any subsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu with or junior ---- ----- in interest to the Securities (other than (Aa) repurchasesdividends or distributions in Common Stock of the Company, redemptions (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or other the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Central Fidelity Guarantee, (d) purchases or acquisitions of shares of capital stock of the Company Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock contractual obligation of the Company (other than a contractual obligation ranking pari passu with or securities convertible into or exercisable for such capital stock) as consideration junior in an acquisition transaction entered into prior interest to the applicable Extension Periodthese ---- ----- Securities), (Be) as a result of an a reclassification of the Company's capital stock or the exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any another 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, (Cf) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), if at such time (i) there shall have occurred an Event of Default, (Dii) the Company shall be in default with respect to its payment of any declaration obligations under the related Central Fidelity Guarantee or (iii) the Company shall have given notice of its election to begin an Extension Period as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. The Company also covenants with each Holder of Securities of a dividend series issued to a Central Fidelity Capital Trust (i) to maintain directly, or indirectly through a wholly owned Subsidiary, 100% ownership of the Common Securities of such Central Fidelity Capital Trust; provided, however, that any -------- ------- permitted successor of the Company hereunder may succeed to the Company's ownership of such Common Securities, (ii) not to voluntarily terminate, windup or liquidate such Central Fidelity Capital Trust, except (a) in connection with any Rights Plan, a distribution of the issuance Securities of rights, stock or other property under any Rights Plan or such series to the redemption or repurchase holders of rights pursuant thereto, Capital Securities in liquidation of such Central Fidelity Capital Trust or (Eb) any dividend in connection with certain mergers, consolidations or amalgamations permitted by the form of stockrelated Trust Agreement and (iii) to use its reasonable best efforts, warrants, options or other rights where consistent with the dividend stock or the stock issuable upon exercise terms and provisions of such warrantsTrust Agreement, options or other rights is the same stock (x) not to adversely affect such Central Fidelity Capital Trust's status as that on which the dividend is being paid or ranks pari passu with or junior a grantor trust and (y) to not cause such stock)Central Fidelity Capital Trust to be classified as an association taxable as a corporation for United States Federal income tax purposes.