Common use of Limitation of Transactions Clause in Contracts

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Debentures remain outstanding, it will not, and will not permit any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Common Securities remain outstanding, it will not, and the Guarantor will not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions distribution on, or redeem, purchase, acquire or make a liquidation payment with respect to, to any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures, as defined in the Indenture) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees, as defined in the Indenture) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Series A Capital Securities Guarantee and the Series B Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) is, or with the giving of notice or the lapse of time time, or both, would constitute be, an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this the Series A Capital Securities Guarantee Agreementor the Series B Capital Securities Guarantee or (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Trust Preferred Securities remain outstanding, it will notif there shall have occurred a Guarantee Event of Default or an Event of Default, and will or an event that, with the giving of notice or the lapse of time, or both, would be a Guarantee Event of Default or an Event of Default then, prior to the payment of all accrued interest on outstanding Debentures , the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor (including under Other Guarantees) if such guarantee ranks equal to or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the Trust Preferred Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement's dividend reinvestment plans).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Common Securities remain outstanding, it will not, and the Guarantor will not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions distribution on, or redeem, purchase, acquire or make a liquidation payment with respect to, to any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common stock and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including under Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be, an Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this the Capital Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt any securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares resulting from of capital stock following, a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) an Event of Default (as defined in the Indenture) shall have occurred and be continuing, (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under (as defined in the Indenture Indenture) and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2iii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series A Capital Securities Guarantee Agreementor (iv) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Series A Capital Securities Guarantee and the purchase Series B Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1l) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice is a Default or the lapse of time or both, would constitute an Event of Default under (each as defined in the Indenture Indenture) and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series A Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will not permit any of its Subsidiaries to, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock or (by) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantorpayments under this Guarantee, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under (A) in connection with any employment agreement or contract, benefit plan or other similar arrangement with or for the benefit of the Guarantor’s directorsone or more employees, officers, or employeesdirectors, or any consultants, (B) in connection with a dividend reinvestment or director, officer or employee stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange, reclassification, combination or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) if at such time (1) there shall have occurred for any event class or series of which the Guarantor has actual knowledge that (A) with the giving of notice Guarantor's capital stock or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement.class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock,

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Debentures remain Junior Subordinated Note remains outstanding, it will not, and will not permit any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures Junior Subordinated Notes or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures Junior Subordinated Notes or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee AgreementAgreement or (3) the Issuer shall have given notice of election to begin an Extension Period with respect to the Junior Subordinated Notes as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Debentures Notes remain outstanding, it will not, and will not permit any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures Notes or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures Notes or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will the Guarantor shall not, and will shall not permit any subsidiary of its Subsidiaries the Guarantor to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal ofprincipal, interest or premium, if any, on on, or repay, repay or repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor if such guarantee ranks equal to pari passu or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation or extension of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase payments under this Preferred Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions or other acquisitions of shares of capital common stock of the Guarantor or any subsidiary in connection with the satisfaction of its obligations under any employment agreement or benefit plan for the benefit of the Guarantor’s its directors, officers, officers or employees), or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1i) there shall have occurred and be continuing any event of which the Guarantor has actual knowledge (a) that (A) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of an Extension Period (as defined in the Indenture) pursuant to the terms of the Debentures and shall not have rescinded such notice, and any such Extension Period, or any extension thereof, shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Debentures remain outstanding, it will not, and will not permit any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; (vi) any inter-company payments, other than dividend payments by the Company or its direct parent, PartnerRe U.S. Corporation; and (vivii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1A) there shall have occurred any event of which the Guarantor has actual knowledge that (A1) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B2) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2B) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee AgreementAgreement or (C) the Issuer shall have given notice of election to begin an Extension Period with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants If (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1 and agrees thatthe Extended Interest Payment Period is continuing, so long as (ii) there shall have occurred any event, of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (iii) the Debentures remain outstandingare held by the Property Trustee and the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee, it then the Company will not, and will not permit any of its Subsidiaries to, : (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Company's capital shares of the Guarantor or stock (bwhich includes common and preferred stock) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i1) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares Common Stock of the GuarantorCompany, (ii2) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii3) as a result of a reclassification of any class or series of the Company's capital stock solely into another class or series of the Company's capital stock, (4) the purchase of fractional shares resulting from a such reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or any security convertible or exchangeable into shares of the security being converted or exchanged; Company's capital stock, and (vi5) repurchases, redemptions purchases of Common Stock related to the issuance of Common Stock or other acquisitions of shares of capital stock rights under any of the Guarantor Company's benefit plans for its directors, officers or employees or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directorsCompany's dividend reinvestment plans); (ii) make any payment of principal, officerspremium, if any, or employees, interest on or repay or repurchase or redeem any dividend reinvestment or director, officer or employee stock purchase plan debt securities of the GuarantorCompany (including Other Debentures) if at such time that rank pari passu with or junior in right of payment to the Debentures; or (1iii) there shall have occurred make any event of which the Guarantor has actual knowledge that guarantee payments (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default other than payments under the Indenture and (BPreferred Securities Guarantee) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment any guarantee by the Company of the debt securities of any obligations under this Guarantee AgreementSubsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (vd) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vie) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit purchases of the Guarantor’s 's common stock related to the issuance of the Guarantor's common stock or rights under any of the Guarantor's benefit plans for its directors, officers, or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) with the giving of notice or the lapse of time time, or both, would constitute an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) an Indenture Event of Default shall have occurred and be continuing, (3) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreementor (4) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 2.13 of the Indenture or such extension period, or any such extension shall have commenced and be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Series B Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal of, interest or premium, if any, or interest on or repay, repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Series A Capital Securities Guarantee and the Series B Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Common Securities remain outstanding, it will not, and the Guarantor will not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions distribution on, or redeem, purchase, acquire or make a liquidation payment with respect to, to any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures, as defined in the Indenture) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees, as defined in the Indenture) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) is, or with the giving of notice or the lapse of time time, or both, would constitute be, an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this the Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt any securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares resulting from of capital stock following, a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) an Event of Default (as defined in the Indenture) shall have occurred and be continuing, (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under (as defined in the Indenture Indenture) and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2iii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (iv) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Debentures Preferred Securities remain outstanding, it will not, and will not permit any of its Subsidiaries (including the Note Issuer) to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire redeem or make a liquidation payment with respect to, any of the outstanding capital shares stock of the Guarantor Note Issuer or the Guarantor, as the case may be, or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor Note Issuer or the Guarantor, as the case may be, that ranks equal to or junior in interest to the Debentures Notes or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor Note Issuer or the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Guarantor Note Issuer or the Guarantor, as the case may be, if such guarantee ranks equal to or junior in interest to the Debentures Notes or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions on the Capital Stock (as defined in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares the Indenture) of the Note Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Note Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Note Issuer or the Guarantor, as the case may be, or any successor to such rights plan, or the declaration of a dividend in connection with the implementation of a stockholder’s such rights plan, or the issuance of stock under any such plan plans in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement.,

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal of, interest of or premium, if any, or interest on or repay, repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase payments under this Preferred Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section ______ of the Indenture and any such extension shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Debentures remain outstanding, it will not, and will not permit any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s 's (or any Subsidiary’s's) capital stock for another class or series of the Guarantor’s 's (or any Subsidiary’s's) capital stock or of any class or series of the Guarantor’s 's (or any Subsidiary’s's) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s 's directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee AgreementAgreement or (3) the Issuer shall have given notice of election to begin an Extension Period with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Securities remain outstanding, it will if there shall have occurred a Guarantee Event of Default or a Trust Enforcement Event, then the Guarantor shall not, and will shall not permit any subsidiary of its Subsidiaries tothe Guarantor, to (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor if such guarantee ranks equal to pari passu with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (iA) dividends repurchases, redemptions or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common other acquisitions of shares of capital stock of the Guarantor, (ii) any declaration of a dividend Company in connection with any employment contract, benefit plan or other similar arrangement with or for the implementation benefit of any one or more employees, officers, directors or consultants or in connection with a stockholder’s rights dividend reinvestment or shareholder stock purchase plan, or the issuance (B) as a result of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the an exchange or conversion of any class or series of the Guarantor’s Company's capital stock (or any Subsidiary’s) capital stock of a subsidiary of the Company) for another any class or series of the Guarantor’s (or any Subsidiary’s) Company's capital stock or of any class of series of the Company's indebtedness for any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessCompany's capital stock, (vC) the purchase of fractional interests in shares of the Guarantor’s Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (viD) repurchasesany declaration of a dividend in connection with any shareholder's rights plan, redemptions or the issuance of rights, stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary property under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officersshareholder's rights plan, or employees, the redemption or repurchase of rights pursuant thereto or (E) any dividend reinvestment in the form of stock, warrants, options or directorother rights where the dividend stock or the stock issuable upon exercise of such warrants, officer options or employee other rights is the same stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of as that on which the Guarantor has actual knowledge that dividend is being paid (A) or PARI PASSU with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps junior to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreementsuch stock)).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Convertible Preferred Securities remain outstanding, it will notif (i) there shall have occurred an Event of Default hereunder or an event of default under the Declaration or (ii) if the Guarantor exercises its right to defer interest payments on the Convertible Debentures, and then (a) the Guarantor will not permit declare or pay any dividend or distribution (other than in shares of its capital stock) on any of the Guarantor's capital stock, (b) neither the Guarantor nor any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or will redeem, purchase, acquire for value or make a liquidation payment to any holder of, or with respect to, any of the outstanding its capital shares of the Guarantor stock or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be Other Subordinated Indebtedness (other than (ix) dividends as an issuance of capital stock upon conversion of a convertible security or distributions in shares ofpayment of interest, premium or optionsprincipal or in payment in redemption, warrants, rights to subscribe for purchase or purchase shares of, common shares other acquisition or liquidation of the Guarantorcapital stock or Other Subordinated Indebtedness, (iiy) any declaration as a result of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s such capital stock, (iv) stock or the exchange or conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of capital stock, or (z) in connection with the Guarantor’s (right of Guarantor to purchase or any Subsidiary’s) capital stock or reacquire shares of any class or series Common Stock Series A under the provisions of the Guarantor’s (First Supplemental Indenture, the Declaration or any Subsidiary’s) indebtednessthe Limited Partnership Agreement), (vc) the purchase Guarantor will not make any payment of fractional interests principal, premium or interest (unless payable in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; stock) on Other Subordinated Indebtedness, and (vid) repurchases, redemptions neither Guarantor nor any of its Subsidiaries will make any guarantee of payments which would be prohibited or limited by the foregoing (other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations than payments under this Guarantee Agreement, payments of dividends by a Subsidiary, or guarantees of dividends or payments payable to Guarantor).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, if there shall have occurred an Event of Default that has not been cured or waived, then the Guarantor shall not and it will not, and will shall not permit any of its Subsidiaries subsidiary to, (ai) declare or pay any dividends or distributions on, or redeemprepay, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital shares of the Guarantor or Guarantor's capital stock, (bii) make any payment of principal of, or interest or premium, if any, on on, or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with, or junior in interest to right of payment to, the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments payment with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor if such guarantee ranks equal to pari passu with, or junior in interest to right of payment to, the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends dividends, distributions, redemptions, purchases or distributions in shares of, acquisitions made by the Guarantor by way of issuance of its capital stock (or options, warrants, warrants or other rights to subscribe for or purchase shares of, common shares of the Guarantortherefor), (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such shareholders' rights plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Preferred Securities Guarantee or the Common Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of the Guarantor’s Company's capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (ve) the purchase of fractional interests in shares of the Guarantor’s Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, or employees and (g) obligations under any of the Guarantor's dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreementplans).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Series B Capital Securities Guarantee and the purchase Series A Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1l) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice is a Default or the lapse of time or both, would constitute an Event of Default under (each as defined in the Indenture Indenture) and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Partnership Preferred Securities remain outstanding, it will notif (i) there shall have occurred an Event of Default hereunder or an event of default under the Limited Partnership Agreement or (ii) if the Guarantor exercises its right to defer interest payments on the Convertible Debentures, and then (a) the Guarantor will not permit declare or pay any dividend or distribution (other than in shares of its capital stock) on any of the Guarantor's capital stock, (b) neither the Guarantor nor any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or will redeem, purchase, acquire for value or make a liquidation payment to any holder of, or with respect to, any of the outstanding its capital shares of the Guarantor stock or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be Other Subordinated Indebtedness (other than (ix) dividends as an issuance of capital stock upon conversion of a convertible security or distributions in shares ofpayment of interest, premium or optionsprincipal or in payment in redemption, warrants, rights to subscribe for purchase or purchase shares of, common shares other acquisition or liquidation of the Guarantorcapital stock or Other Subordinated Indebtedness, (iiy) any declaration as a result of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s such capital stock, (iv) stock or the exchange or conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of capital stock, or (z) in connection with the Guarantor’s (right of Guarantor to purchase or any Subsidiary’s) capital stock or reacquire shares of any class or series Common Stock Series A under the provisions of the Guarantor’s (First Supplemental Indenture, the Declaration or any Subsidiary’s) indebtednessthe Limited Partnership Agreement), (vc) the purchase Guarantor will not make any payment of fractional interests principal, premium or interest (unless payable in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; stock) on Other Subordinated Indebtedness, and (vid) repurchases, redemptions neither Guarantor nor any of its Subsidiaries will make any guarantee of payments which would be prohibited or limited by the foregoing (other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations than payments under this Guarantee Agreement, payments of dividends by a Subsidiary, or guarantees of dividends or payments payable to Guarantor).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration Trust Agreement of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Series A Capital Securities Guarantee and this Series B Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1l) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with is a Default (as defined in the giving of notice Indenture) or the lapse of time or both, would constitute an Event of Default under (as defined in the Indenture Indenture) and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will notif (a) there shall have occurred an Event of Default, and will not permit any (b) there shall have occurred a default or an event of default under the Indenture or (c) the Guarantor has given notice of its Subsidiaries toelection to defer payments of interest on the Debentures as provided in Section 2.12 of the Indenture and the period of such deferral is continuing, then the Guarantor shall not (ai) declare or pay any dividends dividend on, make any distribution or distributions onother payment with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding its capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be stock (other than (A) repurchases, redemptions (i) dividends in connection with any employment contract, benefit plan or distributions in shares ofsimilar arrangement with or for the benefit of one or more employees, officers, directors, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantorconsultants, (ii) any declaration of in connection with a dividend reinvestment or stockholder stock purchase plan or (iii) in connection with the implementation of a stockholder’s rights plan, or the issuance of capital stock under any the Guarantor (or securities convertible into or exercisable for such plan capital stock), as consideration in an acquisition transaction entered into prior to the future, or occurrence of the redemption or repurchase of any such rights pursuant theretoExtension Period, (iiiB) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the an exchange or conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (vstock,(C) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (viD) repurchasesany declaration of a dividend in connection with any shareholders' rights plan or the issuance of rights, redemptions stock or other acquisitions property under any shareholders' rights plan or the redemption or repurchase of shares rights pursuant thereto or (E) any dividend or distribution in the form of capital stock or rights to acquire capital stock where the dividend stock is the same stock or the rights of the capital stock being issued, or issuable pursuant to such rights, rank in all respects pari passu or junior to the capital stock as to which such dividend or distribution is paid), (ii) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank pari passu with or junior to the Debentures or (iii) make any guarantee payments under any guarantees of the Guarantor that rank in all respects pari passu with or junior to this Preferred Securities Guarantee). In addition, so long as any subsidiary under any employment agreement Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or benefit plan for the benefit indirect owner of all of the Guarantor’s directors, officers, or employees, or outstanding Common Securities; provided that any dividend reinvestment or director, officer or employee stock purchase plan permitted successor of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) will not take any action which would cause the Issuer to cease to be treated as a grantor trust for United States federal income tax purposes and (Biii) will cause the Issuer to remain a statutory business trust, except in respect connection with a distribution of which Debentures to the Guarantor shall not have taken reasonable steps to cureHolders in liquidation of the Issuer, the redemption of all of the Trust Securities, or (2) certain mergers, consolidations or amalgamations, each as provided in the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee AgreementDeclaration.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on on, or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases or other acquisitions issuances of shares of capital common stock of the Guarantor or in connection with any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s 's stock option, stock purchase, stock loan or other benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) 's dividend reinvestment plans, in each case as now existing or hereafter established or amended), if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Debentures remain outstanding, that it will not, and will shall not permit any of its Subsidiaries to, (ai) 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 outstanding capital shares stock of the Guarantor or (bii) make any payment of principal of, of or any interest or premium, if any, premium on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be Notes (other than (iA) dividends repurchases, redemptions or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common other acquisitions of shares of capital stock of the GuarantorGuarantor in connection with any employment contract, (ii) benefit plan or other similar arrangement with or for the benefit of any declaration of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholder’s rights plan, or the issuance of capital stock under any of the Guarantor (or securities convertible into or exercisable for such plan capital stock) as consideration in an acquisition transaction entered into prior to the future, or the redemption or repurchase of any such rights pursuant theretoapplicable Extension Period, (iiiB) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the an exchange or conversion of any class or series of the Guarantor’s capital stock of the Guarantor (or any Subsidiary’s) capital stock of a Subsidiary of the Guarantor), for another any class or series of the Guarantor’s (or any Subsidiary’s) capital stock of the Guarantor or of any class or series of the indebtedness of the Guarantor for any class or series of the capital stock of the Guarantor’s (or any Subsidiary’s) indebtedness, (vC) the purchase of fractional interests in shares of the Guarantor’s capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (viD) repurchasesany declaration of a dividend in connection with any Rights Plan, redemptions the issuance of rights, stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary property under any employment agreement Rights Plan or benefit plan for the benefit redemption or repurchase of the Guarantor’s directors, officers, rights pursuant thereto or employees, or (E) any dividend reinvestment in the form of stock, warrants, options or directorother rights where the dividend stock or the stock issuable upon exercise of such warrants, officer options or employee other rights is the same stock purchase plan of as that on which the Guarantor) dividend is being paid or ranks pari passu with or junior to such stock), if at such time (1) there the Guarantor shall have occurred any event given notice of which its election to begin an Extension Period with respect to the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under Notes as provided in the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to curerescinded such notice, or (2) the Guarantor such Extension Period, or any extension thereof, shall be in default with respect to its payment of any obligations under this Guarantee Agreementcontinuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Series B Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary direct or indirect subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, ; (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (iiic) payments under this Series B Capital Securities Guarantee and the purchase Series A Capital Securities Guarantee; (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s 's capital stock; (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchangedexchanged or pursuant to a merger, consolidation or other business combination; and (vif) repurchases, redemptions purchases of common shares related to the issuance of common shares or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for directors, officers, officers or employees, employees of Guarantor and its subsidiaries or any the Guarantor's dividend reinvestment or director, officer or employee stock purchase plan of the Guarantorplan) if at such the time of the action described in (1i), (ii) or (iii) above (l) there shall have occurred any event default of which the Guarantor has actual knowledge that (A) is, or with the giving of notice or the lapse of time time, or both, would constitute be, an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Debentures Preferred Securities remain outstanding, it will not, and will not permit any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures Junior Subordinated Debt Securities or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures Junior Subordinated Debt Securities or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) payments under any preferred securities guarantee, (iv) the purchase of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (ivv) the exchange or conversion of any class or series of the Guarantor’s 's (or any Subsidiary’s's) capital stock for another class or series of the Guarantor’s 's (or any Subsidiary’s's) capital stock or of any class or series of the Guarantor’s 's (or any Subsidiary’s's) indebtedness, (vvi) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vivii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s 's directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor Guarantor, as the case may be, shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee AgreementAgreement or (3) the Guarantor shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Junior Subordinated Debt Securities as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will not, and will the Guarantor shall not nor permit any subsidiary of its Subsidiaries to, the Guarantor to (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor’s capital shares of the Guarantor or stock, (bii) make any payment of principal of, interest or premiuminterest, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereofDebentures, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase payments under this Preferred Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor’s dividend reinvestment plans) if at such time (1l) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice is a Default or the lapse of time or both, would constitute an Event of Default under (each as defined in the Indenture Indenture) and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing, or (iv) amend the Common Securities Guarantee to reduce, suspend or cancel the subordination, to the rights of holders of the Preferred Securities, of Guarantee Payments (as that term is defined in the Common Securities Guarantee with respect to the Common Securities) with respect to the holders of the Common Securities.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, interest or premiuminterest, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Series B Capital Securities Guarantee and the purchase Series A Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1l) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice is a Default or the lapse of time or both, would constitute an Event of Default under (each as defined in the Indenture Indenture) and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will not permit any of its Subsidiaries to, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock or (by) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantorpayments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any declaration employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation issuance of a stockholder’s rights plancapital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant theretoapplicable Extension Period, (iii) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s capital stockany exchange, (iv) the exchange reclassification, combination or conversion of any class or series of the Guarantor’s 's capital stock (or any Subsidiary’s) capital stock of a subsidiary of the Xxxxxxxxx) for another any class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s ('s indebtedness for any class or any Subsidiary’s) indebtednessseries of the Guarantor's capital stock, (viv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) repurchasesany dividend in the form of stock, redemptions warrants, options or other acquisitions rights where the dividend stock or the stock issuable upon exercise of shares of capital such warrants, options or other rights is the same stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of as that on which the Guarantor has actual knowledge that (A) dividend is being paid or ranks pari passu with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps junior to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreementsuch stock).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will not permit any of its Subsidiaries to, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor’s capital shares of the Guarantor stock or (by) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantorpayments under this Guarantee, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under (A) in connection with any employment agreement or contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange, reclassification, combination or conversion of any class or series of the Guarantor’s directors, officers, or employees, capital stock (or any dividend reinvestment or director, officer or employee capital stock purchase plan of a subsidiary of the Guarantor) if at such time (1) there shall have occurred for any event class or series of which the Guarantor has actual knowledge that (A) with the giving of notice Guarantor’s capital stock or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement.class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock,

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will the Guarantor shall not, and will shall not permit any subsidiary of its Subsidiaries the Guarantor to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (vd) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vie) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit purchases of the Guarantor’s 's common stock related to the issuance of the Guarantor's common stock or rights under any of the Guarantor's benefit plans for its directors, officers, or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank PARI PASSU with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks PARI PASSU with or junior in right of payment to the Debentures, if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) with the giving of notice or the lapse of time time, or both, would constitute an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) an Indenture Event of Default shall have occurred and be continuing, (3) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreementor (4) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture or such extension period, or any such extension shall have commenced and be continuing. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing under the Declaration, the rights of the holders of the Common Securities to receive Guarantee Payments under the Common Securities Guarantee or any Other Common Securities Guarantee shall be subordinated to the rights of the holders of the Preferred Securities, to receive payments of all amounts due and owing to such holders under this Preferred Securities Guarantee or any Other Guarantee.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal of, interest of or premium, if any, or interest on or repay, repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase payments under this Preferred Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Series A Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal of, interest or premium, if any, on or interest on, or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Series A Capital Securities Guarantee, (d) the purchase of fractional interests in shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged and (vif) repurchases, redemptions or other acquisitions purchases of shares of capital common stock of the Guarantor related to the issuance of such common stock or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) 's dividend reinvestment plans), if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) with the giving of notice or the lapse of time or both, would constitute is an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series A Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and such extension period, or any such extension thereof, shall have commenced and shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Series B Capital Securities remain outstanding, it will not, and the Guarantor will not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Junior Subordinated Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor (including any Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Junior Subordinated Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Series A Guarantee and Series B Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged and (vif) repurchases, redemptions or other acquisitions purchases of shares of capital common stock of the Guarantor related to the issuance of such common stock or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) 's dividend reinvestment plans), if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute an be, a Debenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Series B Guarantee Agreementor (3) the Guarantor shall have given notice of its election to exercise its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and such extension shall have commenced and be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, interest or premiuminterest, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Series A Capital Securities Guarantee and the purchase Series B Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1l) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice is a Default or the lapse of time or both, would constitute an Event of Default under (each as defined in the Indenture Indenture) and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series A Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will not permit any of its Subsidiaries to, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Decla ration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock or (by) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantorpayments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any declaration employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation issuance of a stockholder’s rights plancapital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant theretoapplicable Extension Period, (iii) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any Subsidiary’s) capital stock of a subsidiary of the Guarantor) for another any class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s ('s indebtedness for any class or any Subsidiary’s) indebtednessseries of the Guarantor's capital stock, (viv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) repurchasesany dividend in the form of stock, redemptions warrants, options or other acquisitions rights where the dividend stock or the stock issuable upon exercise of shares of capital such warrants, options or other rights is the same stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of as that on which the Guarantor has actual knowledge that (A) dividend is being paid or ranks pari passu with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps junior to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreementsuch stock).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Common Securities remain outstanding, it will notif (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder, and will or (ii) there shall have occurred an event of default under the Indenture that has not permit any of its Subsidiaries tobeen cured or waived, then the Guarantor shall not (ai) declare or pay any dividends or distributions on, or redeemprepay, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital shares of the Guarantor or Guarantor's capital stock, (bii) make any payment of principal of, or interest or premium, if any, on on, or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with, or junior in interest to right of payment to, the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments payment with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor if such guarantee ranks equal to pari passu with, or junior in interest to right of payment to, the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends dividends, distributions, redemptions, purchases or distributions in shares of, acquisitions made by the Guarantor by way of issuance of its capital stock (or options, warrants, warrants or other rights to subscribe for or purchase shares of, common shares of the Guarantortherefor), (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such shareholders' rights plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the Preferred Securities Guarantee or Common Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of the Guarantor’s Company's capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (ve) the purchase of fractional interests in shares of the Guarantor’s Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, or employees and (g) obligations under any of the Guarantor's dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreementplans).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (vd) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vie) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit purchases of the Guarantor’s 's common stock related to the issuance of the Guarantor's common stock or rights under any of the Guarantor's benefit plans for its directors, officers, or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures if at any such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) with the giving of notice or the lapse of time time, or both, would constitute an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) an Indenture Event of Default shall have occurred and be continuing, (3) such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreementor (4) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 15.6 of the Indenture or any such extension period shall have commenced and be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Junior Subordinated Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt any securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Junior Subordinated Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, of or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares resulting from of capital stock following, a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series pursuant to an acquisition in which fractional shares of the Guarantor’s (or any Subsidiary’s) indebtedness's capital stock would otherwise be issued, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchasespurchases of common stock related to the issuance of common stock or rights under any benefit plan for directors, redemptions officers, agents or other acquisitions of shares of capital stock employees of the Guarantor or its subsidiaries or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any 's dividend reinvestment or director, officer officer, agent or employee stock purchase plan of the Guarantorplans) if at such time (1i) an Event of Default (as defined in the Indenture) shall have occurred and be continuing, or would occur upon the taking of any action specified in clauses (i) through (iii) above, (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under (as defined in the Indenture Indenture) and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2iii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series A Capital Securities Guarantee Agreementor (iv) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture or with respect to certain other debentures of the Guarantor and any such extension shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will not, and will the Guarantor shall not nor permit any subsidiary of its Subsidiaries to, the Guarantor to (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, interest or premiuminterest, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereofDebentures, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase payments under this Preferred Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1l) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice is a Default or the lapse of time or both, would constitute an Event of Default under (each as defined in the Indenture Indenture) and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing, or (iv) amend the Common Securities Guarantee to reduce, suspend or cancel the subordination, to the rights of holders of the Preferred Securities, of Guarantee Payments (as that term is defined in the Common Securities Guarantee with respect to the Common Securities) with respect to the holders of the Common Securities.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures HITS remain outstanding, if (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder; (ii) there shall have occurred any Event of Default or Nonpayment under the Indenture (as defined therein) or during an Extension Period (as defined in the Fourteenth Supplemental Indenture); (iii) the Guarantor shall be in default with respect to the payment of any interest upon any HITS when it will notbecomes due and payable; or (iv) the Guarantor shall be in default with respect to the payment of any principal of (or premium, if any, on) any HITS as and will not permit any of its Subsidiaries towhen the same shall become due and payable, then (a) the Guarantor shall not declare or pay any dividends dividend on, or make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding its capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be stock (other than (i) dividends purchases or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common acquisitions of shares of the Guarantor’s common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans, (ii) any declaration as a result of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) stock or the exchange or conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (viii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged; and , or (viiv) repurchases, redemptions or other acquisitions of shares of capital stock of payment by the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directorsthis HITS Guarantee Agreement), officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor(b) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor which rank pari passu with or junior to cure, or the Notes and (2c) the Guarantor shall be in default not make any payment under any guarantee that ranks equally with respect or junior to its payment of any obligations under this HITS Guarantee Agreement.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Series B Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal of, interest or premium, if any, on or interest on, or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Series B Capital Securities Guarantee, (d) the purchase of fractional interests in shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged and (vif) repurchases, redemptions or other acquisitions purchases of shares of capital common stock of the Guarantor related to the issuance of such common stock or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) 's dividend reinvestment plans), if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) with the giving of notice or the lapse of time or both, would constitute is an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and such extension period, or any such extension thereof, shall have commenced and shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on on, or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases or other acquisitions issuances of shares of capital common stock of the Guarantor or in connection with any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s 's stock option, stock purchase, stock loan or other benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) 's dividend reinvestment plans, in each case as now existing or hereafter established or amended), if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Capital Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Series B Capital Securities remain outstanding, it will notif at any time (1) there shall have occurred and be continuing a Default or an Event of Default, and will not permit (2) the Guarantor shall be in default with respect to its payment of any obligations under this Series B Guarantee or (3) the Guarantor shall have given notice of its Subsidiaries toelection to defer payments of interest on the Debt Securities by extending the interest payment period as provided in Section 2.08 of the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (ax) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (by) make any payment of principal of, of or interest or premium, if any, or interest or Liquidated Damages, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank in all respects pari passu with or junior in interest to the Debentures Debt Securities or the guarantee in respect thereof, as the case may be, or (z) make any guarantee payments with respect to payment under any guarantee by the Guarantor of the debt securities of any Subsidiary guarantees of the Guarantor if such guarantee ranks equal to that rank in all respects pari passu with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be this Series B Guarantee (other than (i) dividends repurchases, redemptions or distributions other acquisitions of shares of capital stock of the Guarantor (A) in shares ofconnection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or optionsconsultants, warrantsincluding an employee stock purchase plan, rights to subscribe for (B) in connection with a dividend reinvestment or stockholder stock purchase shares of, common shares plan or (C) in connection with the issuance of capital stock of the GuarantorGuarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of (1), (2) or (3) above, (ii) any declaration of as a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase result of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any Subsidiary’s) capital stock of a subsidiary of the Guarantor) for another any class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s ('s indebtedness for any class or any Subsidiary’s) indebtednessseries of the Guarantor's capital stock, (viii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (viiv) repurchasesany declaration of a dividend in connection with any stockholder's rights plan, redemptions or the issuance of rights, stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary property under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officersstockholder's rights plan, or employees, the redemption or any dividend reinvestment or director, officer or employee stock purchase plan repurchase of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to curerights pursuant thereto, or (2v) any dividend in the Guarantor shall be form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior in default with respect interest to its payment of any obligations under this Guarantee Agreement.such stock). 14 NEXT PAGE

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will not permit any of its Subsidiaries to, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock or (by) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantorpayments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any declaration employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation issuance of a stockholder’s rights plancapital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant theretoapplicable Extension Period, (iii) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any Subsidiary’s) capital stock of a subsidiary of the Guarantor) for another any class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s ('s indebtedness for any class or any Subsidiary’s) indebtednessseries of the Guarantor's capital stock, (viv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) repurchasesany dividend in the form of stock, redemptions warrants, options or other acquisitions rights where the dividend stock or the stock issuable upon exercise of shares of capital such warrants, options or other rights is the same stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of as that on which the Guarantor has actual knowledge that (A) dividend is being paid or ranks pari passu with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps junior to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreementsuch stock). SECTION 5.2.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Series A Capital Securities remain outstanding, it will notif at any time (1) there shall have occurred and be continuing a Default or an Event of Default, and will not permit (2) the Guarantor shall be in default with respect to its payment of any obligations under this Series A Guarantee or (3) the Guarantor shall have given notice of its Subsidiaries toelection to defer payments of interest on the Debt Securities by extending the interest payment period as provided in Section 2.08 of the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (ax) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (by) make any payment of principal of, of or interest or premium, if any, or interest or Liquidated Damages, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank in all respects PARI PASSU with or junior in interest to the Debentures Debt Securities or the guarantee in respect thereof, as the case may be, or (z) make any guarantee payments with respect to payment under any guarantee by the Guarantor of the debt securities of any Subsidiary guarantees of the Guarantor if such guarantee ranks equal to that rank in all respects PARI PASSU with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be this Series A Guarantee (other than (i) dividends repurchases, redemptions or distributions other acquisitions of shares of capital stock of the Guarantor (A) in shares ofconnection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or optionsconsultants, warrants, rights to subscribe for (B) in connection with a dividend reinvestment or stockholder stock purchase shares of, common shares plan or (C) in connection with the issuance of capital stock of the GuarantorGuarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of (1), (2) or (3) above, (ii) any declaration of as a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase result of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any Subsidiary’s) capital stock of a subsidiary of the Guarantor) for another any class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s ('s indebtedness for any class or any Subsidiary’s) indebtednessseries of the Guarantor's capital stock, (viii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (viiv) repurchasesany declaration of a dividend in connection with any stockholder's rights plan, redemptions or the issuance of rights, stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary property under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officersstockholder's rights plan, or employees, the redemption or any dividend reinvestment or director, officer or employee stock purchase plan repurchase of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to curerights pursuant thereto, or (2v) any dividend in the Guarantor shall be form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks PARI PASSU with or junior in default with respect interest to its payment of any obligations under this Guarantee Agreementsuch stock).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal of, interest of or premium, if any, or interest on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the Series A Capital Securities Guarantee, this Series B Capital Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (ive) the exchange or the conversion of any class one class, or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s 's capital stock, and (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (vf) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any and be continuing an event of which default under the Guarantor has actual knowledge that Declaration, (A2) with the giving of notice or the lapse of time or both, would constitute there shall have occurred and be continuing an Event of Default under the Indenture Indenture, (3) there shall have occurred and be continuing a payment default under the Declaration or the Indenture, (B4) in respect of which if the Guarantor shall not have taken reasonable steps to cureDebentures are held by the Issuer, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement, or (5) the Guarantor shall have given notice of its election of an Extension Period as provided in the Indenture and shall not have rescinded such notice, and such Extension Period, or any extension thereof, shall have commenced.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will not permit any of its Subsidiaries to, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock or (by) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantorpayments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any declaration employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or shareholder stock purchase plan or (C) in connection with the implementation issuance of a stockholder’s rights plancapital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant theretoapplicable Extension Period, (iii) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s capital stockany exchange, (iv) the exchange reclassification, combination or conversion of any class or series of the Guarantor’s 's capital stock (or any Subsidiary’s) capital stock of a subsidiary of the Guarantor) for another any class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s ('s indebtedness for any class or any Subsidiary’s) indebtednessseries of the Guarantor's capital stock, (viv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (v) any declaration of a dividend in connection with any shareholder's rights plan, or the issuance of rights, stock or other property under any shareholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) repurchasesany dividend in the form of stock, redemptions warrants, options or other acquisitions rights where the dividend stock or the stock issuable upon exercise of shares of capital such warrants, options or other rights is the same stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of as that on which the Guarantor has actual knowledge that (A) dividend is being paid or ranks pari passu with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps junior to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreementsuch stock).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures Notes or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt any securities of any Subsidiary subsidiary of the Guarantor if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be Notes (other than in the case of clauses (i), (ii) and (iii), (a) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase payments under this Guarantee Agreement, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock solely into shares of one or more classes or series of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged and (vif) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit purchases of the Guarantor’s directors, officers, 's common stock in connection with the satisfaction by the Guarantor of its obligations (including purchases related to the issuance of such common stock or employees, or rights) under any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) 's benefit plans for its and its subsidiaries' directors, officers or employees or any of the Guarantor's dividend reinvestment plans), if at such time (1x) there an Event of Default, or an "Event of Default" as defined in the Indenture, shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, be continuing or (2y) the Guarantor shall be in default with respect have given notice of its election of the exercise of its right to its extend the interest payment period pursuant to Section 2.8 of the Fourth Supplemental Indenture and any obligations under this Guarantee Agreementsuch extension shall have commenced and not yet terminated.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Trust Preferred Securities remain outstanding, it will notif there shall have occurred a Guarantee Event of Default or an Event of Default, and will or an event that, with the giving of notice or the lapse of time, or both, would be a Guarantee Event of Default or an Event of Default then, prior to the payment of all accrued interest on outstanding Debentures , the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank PARI PASSU with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor (including under Other Guarantees) if such guarantee ranks equal to or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the Trust Preferred Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement's dividend reinvestment plans).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock or (bii) make any payment of principal of, interest or of premium, if any, or interest on or repay, repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of or a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Series B Capital Securities Guarantee or the purchase Series A Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will not, and the Guarantor will not permit any of its Subsidiaries to, (ax) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of the outstanding its capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be stock (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iiGuarantor,(b) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiithereto,(c) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s's capital stock,(d) capital stock or the payment of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) accrued dividends and the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , or (vie) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit purchases of the Guarantor’s 's common stock related to the issuance of the Guarantor's common stock or rights under any of the Guarantor's benefit plans for its directors, officers, officers or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans or stock purchase plans, or any of the benefit plans of any of the Guarantor's Affiliates, for such Affiliate's directors, officers or employees), (y) make any payment of principal or of interest or premium, if any, on or repay, repurchase or redeem any debt security of the Company that ranks PARI PASSU with or junior in interest to the Debentures or (z) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (other than pursuant to this Guarantee Agreement or a substantially similar guarantee agreement relating to a series of trust preferred securities substantially similar to the Preferred Securities) if such guarantee ranks PARI PASSU with or junior in interest to the Debentures, if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the i)the Guarantor shall be in default with respect to its Guarantee Payments or other payment obligations hereunder,(ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its election of an Extended Interest Payment Period and such period, or any obligations extension thereof, is continuing. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities to be transferred except to the extent such transfer is permitted under this Guarantee AgreementSection 9.01 of the Declaration; PROVIDED that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities and (ii) will use reasonable efforts to cause the Issuer to continue to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the Declaration.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Trust PIERS remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common stock and preferred stock) or (bii) make any payment of principal of, interest of or premium, if any, or interest on or repay, repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase payments under this Trust PIERS Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , (f) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans, (g) the payment of any dividend within 60 days after the date of declaration of the dividend if, at the date of declaration (x) if paid on that date, the payment of the dividend would not have been prohibited by an election to defer interest payments and (viy) repurchasesthe declaration was in accordance with the Guarantor's dividend policy in effect immediately prior to its declaration of the dividend, redemptions or other and (h) repurchases of Guarantor's common stock in connection with acquisitions of shares of capital stock of businesses made by the Guarantor or any subsidiary under any employment agreement or benefit plan for of its subsidiaries, which repurchases are made in connection with the benefit satisfaction of indemnification obligations of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan sellers of the Guarantorsuch businesses) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Trust PIERS Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Series B Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Series B Capital Securities Guarantee and the Series B Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1l) there shall have occurred any event of which the Guarantor has actual knowledge that (A) is, or with the giving of notice or the lapse of time time, or both, would constitute be, an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Common Securities remain outstanding, it will not, and the Guarantor will not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions distribution on, or redeem, purchase, acquire or make a liquidation payment with respect to, to any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, of interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures, as defined in the Indenture) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration Trust Agreement of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Series A Capital Securities Guarantee and the Series B Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice is a Default or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this the Series A Capital Securities Guarantee Agreementor the Series B Capital Securities Guarantee or (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be, an Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under the Series A Capital Securities Guarantee or this Series B Capital Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.1 of the Indenture and any such extension shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal of, interest or premium, if any, or interest on or repay, repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Series B Capital Securities Guarantee or the purchase Common Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will the Guarantor shall not, and will shall not permit any subsidiary of its Subsidiaries the Guarantor to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (vd) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vie) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit purchases of the Guarantor’s 's common stock related to the issuance of the Guarantor's common stock or rights under any of the Guarantor's benefit plans for its directors, officers, or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) with the giving of notice or the lapse of time time, or both, would constitute an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) an Indenture Event of Default shall have occurred and be continuing, (3) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreementor (4) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture or such extension period, or any such extension shall have commenced and be continuing. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing under the Declaration, the rights of the holders of the Common Securities to receive Guarantee Payments under the Common Securities Guarantee or any Other Common Securities Guarantee shall be subordinated to the rights of the holders of the Preferred Securities, to receive payments of all amounts due and owing to such holders under this Preferred Securities Guarantee or any Other Guarantee.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will notif there shall have occurred an Event of Default or an event of default under the Declaration, and will not permit then (a) neither the Guarantor nor any of its Subsidiaries to, (a) subsidiaries shall declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding its capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be stock (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (ii) or any declaration of a non-cash dividend in connection with the implementation of a stockholder’s shareholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiiii) the purchase purchases of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital common stock of the Guarantor or any subsidiary related to the rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, or employees, (iii) as a result of a reclassification of its capital stock for another class of its capital stock, or (iv) the payment of dividends or distributions to the Guarantor or to any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's direct or indirect subsidiaries); (b) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to curemake, or allow any of its subsidiaries to make, (2i) any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Guarantor which rank PARI PASSU with or junior to the Debentures or (ii) any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor or any guarantee by any of the subsidiaries of the debt securities of the Guarantor if such guarantee ranks PARI PASSU with or junior in interest to the Debentures; provided, however, that notwithstanding the foregoing the Company may make payments pursuant to its obligations under this Capital Securities Guarantee; and (c) the Guarantor shall be in default with respect to its payment not redeem, purchase or acquire less than all of the outstanding Debentures or any obligations under this Guarantee Agreementof the Capital Securities.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Junior Subordinated Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt any securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Junior Subordinated Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, of or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares resulting from of capital stock following, a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series pursuant to an acquisition in which fractional shares of the Guarantor’s (or any Subsidiary’s) indebtedness's capital stock would otherwise be issued, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchasespurchases of common stock related to the issuance of common stock or rights under any benefit plan for directors, redemptions officers, agents or other acquisitions of shares of capital stock employees of the Guarantor or its subsidiaries or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any 's dividend reinvestment or director, officer officer, agent or employee stock purchase plan of the Guarantorplans) if at such time (1i) an Event of Default (as defined in the Indenture) shall have occurred and be continuing, or would occur upon the taking of any action specified in clauses (i) through (iii) above, (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under (as defined in the Indenture Indenture) and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2iii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (iv) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture or with respect to certain other debentures of the Guarantor and any such extension shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be stock (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, of common shares stock of the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any one class or series of the Guarantor’s ('s capital stock or any Subsidiary’s) the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (viv) the payment of accrued dividends and the purchase of fractional interests in shares of the Guarantor’s 's share capital stock pursuant to the conversion or exchange provisions of such share capital stock or the security being converted or exchanged, or (v) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees, any of the Guarantor's dividend reinvestment plans or stock purchase plans, or any of the benefit plans of any of the Guarantor's Affiliates, for such Affiliate's directors, officers or employees); and (vib) repurchasesmake any payment of principal of or interest or premium, redemptions if any, on, or other acquisitions of shares of capital stock repay, repurchase or redeem, any debt security of the Guarantor that ranks pari passu with or junior in interest to the Debentures; or (c) make any subsidiary under guarantee payments with respect to any employment agreement or benefit plan for guarantee by the benefit Guarantor of the Guarantor’s directors, officers, or employees, or debt securities of any dividend reinvestment or director, officer or employee stock purchase plan Subsidiary (as defined in the Indenture) of the GuarantorGuarantor (other than pursuant to this Preferred Securities Guarantee Agreement) if such guarantee ranks pari passu with or junior in interest to the Debentures, if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2i) the Guarantor shall be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred and be continuing any Event of Default under the Indenture or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period on the Debentures as permitted by the Indenture and such extension is continuing. In addition, so long as any obligations Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities to be transferred except to the extent such transfer is permitted under this Guarantee AgreementSection 9.01 of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities, and (ii) will use reasonable efforts to cause the Issuer to continue to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the Declaration.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Debentures remain outstanding, it will not, and will not permit any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) payments under any preferred securities guarantee, (iv) the purchase of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (ivv) the exchange or conversion of any class or series of the Guarantor’s 's (or any Subsidiary’ssubsidiary's) capital stock for another class or series of the Guarantor’s 's (or any Subsidiary’ssubsidiary's) capital stock or of any class or series of the Guarantor’s 's (or any Subsidiary’ssubsidiary's) indebtedness, (vvi) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vivii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s 's directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor Guarantor, as the case may be, shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee AgreementAgreement or (3) the Guarantor shall have given notice of its election to begin an Extension Period with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Series A Capital Securities remain outstanding, it will the Guarantor shall not, and will shall not permit any subsidiary of its Subsidiaries the Guarantor to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other which includes common and preferred stock)(other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (vd) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vie) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit purchases of the Guarantor’s 's common stock related to the issuance of the Guarantor's common stock or rights under any of the Guarantor's benefit plans for its directors, officers, or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Series A Capital Securities Guarantee or the Series B Capital Securities Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) with the giving of notice or the lapse of time time, or both, would constitute an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) an Indenture Event of Default shall have occurred and be continuing, (3) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series A Capital Securities Guarantee Agreementor (4) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture or such extension period, or any such extension shall have commenced and be continuing. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing under the Declaration, the rights of the holders of the Common Securities to receive Guarantee Payments under the Common Securities Guarantee or any Other Common Securities Guarantee shall be subordinated to the rights of the holders of the Series A Capital Securities, the Series B Capital Securities or the Private Exchange Capital Securities to receive payments of all amounts due and owing to such holders under this Series A Capital Securities Guarantee, any guarantee relating to the Series B Capital Securities or the Private Exchange Capital Securities or any Other Guarantee.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will not permit any of its Subsidiaries to, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then (A) if the Guarantor is a limited partnership, it may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding capital shares partnership interests of the Guarantor or (by) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantorpayments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of partnership interests of the Guarantor in connection with any declaration employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers or consultants, in connection with a dividend equity reinvestment or equity purchase plan or in connection with the implementation issuance of a stockholder’s rights plan, partnership interests of the Guarantor (or securities convertible into or exercisable for such partnership interests) as consideration in an acquisition transaction entered into prior to occurrence of the Event of Default or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant theretoapplicable Extension Period, (iii) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the any exchange or conversion of any class or series of the Guarantor’s partnership interests of the Guarantor (or any Subsidiary’sequity securities of a subsidiary of the Guarantor) capital stock for another any class or series of the partnership interests of the Guarantor or of any class or series of the Guarantor’s indebtedness for any class or series of the partnership interests of the Guarantor), (iv) the purchase of fractional interests in partnership interests of the Guarantor pursuant to the conversion or exchange provisions of such partnership interests or the partnership interests being converted or exchanged, (v) any distribution in connection with any equity rights plan, or the issuance of rights, stock or other property under any equity rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any distribution in the form of partnership interests, warrants, options or other rights where the distributed partnership interests or the partnership interests issuable upon exercise of such warrants, options or other rights are of the same class or series of partnership interests as that on which the distribution is being made or ranks pari passu with or junior to such class or series of partnership interests), or (B) if the Guarantor is a corporation, it may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange of conversion of any class or series of the Guarantor’s capital stock (or any Subsidiary’scapital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s (indebtedness for any class or any Subsidiary’s) indebtednessseries of the Guarantor’s capital stock, (viv) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (v) any declaration of a dividend in connection with any stockholder’s rights plan, or the issuance of rights, stock or other property under any stockholder’s rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) repurchasesany dividend in the form of stock, redemptions warrants, options or other acquisitions rights where the dividend stock or the stock issuable upon exercise of shares of capital such warrants, options or other rights is the same stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of as that on which the Guarantor has actual knowledge that (A) dividend is being paid or ranks pari passu with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps junior to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreementsuch stock).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on on, or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Preferred Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases or other acquisitions issuances of shares of capital common stock of the Guarantor or in connection with any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s 's stock option, stock purchase, stock loan or other benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) 's dividend reinvestment plans, in each case as now existing or hereafter established or amended), if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Series A Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal of, interest or premium, if any, or interest on or repay, repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Series A Capital Securities Guarantee and the Series B Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series A Capital Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation liqui- dation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor Guaran- tor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (in- cluding Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests inter- ests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend rein- vestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Capital Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continu- ing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will not permit any of its Subsidiaries to, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any ext ension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock or (by) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantorpayments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any declaration employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation issuance of a stockholder’s rights plancapital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant theretoapplicable Extension Period, (iii) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the any exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any Subsidiary’s) capital stock of a subsidiary of the Guarantor) for another any class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s ('s indebtedness for any class or any Subsidiary’s) indebtednessseries of the Guarantor's capital stock, (viv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) repurchasesany dividend in the form of stock, redemptions warrants, options or other acquisitions rights where the dividend stock or the stock issuable upon exercise of shares of capital such warrants, options or other rights is the same stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of as that on which the Guarantor has actual knowledge that (A) dividend is being paid or ranks pari passu with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps junior to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreementsuch stock).

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation liqui- dation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal of, interest of or premium, if any, or interest on or repay, repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (in- cluding Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Series B Capital Securities Guarantee or the purchase Series A Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employ- ees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continu- ing.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Common Trust Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt any securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than in the case of clauses (i), (ii) and (iii), (a) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase QUIPS Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock solely into shares of one or more classes or series of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged and (vif) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit purchases of the Guarantor’s directors's common stock in connection with the satisfaction by the Guarantor of its obligations (including purchases related to the issuance of such common stock or rights), officers, or employees, or under any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's benefit plans for its and its subsidiaries' directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (1x) there shall have occurred any event a Guarantee Event of which Default (as defined in the Guarantor has actual knowledge that (AQUIPS Guarantee Agreement) with the giving of notice or the lapse of time or both, would constitute an Event of Default under (as defined in the Indenture Indenture) shall have occurred and be continuing, (By) in respect of which if such Debentures are held by the Guarantor shall not have taken reasonable steps to cureProperty Trustee, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this the QUIPS Guarantee Agreementor (z) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 3.01(b)(6) of the Indenture and any such extension shall have commenced and not yet terminated.

Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Common Securities remain outstanding, it will notif (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder, and will or (ii) there shall have occurred an event of default under the Indenture that has not permit any of its Subsidiaries tobeen cured or waived, then the Guarantor shall not (a) declare or pay any dividends or distributions on, or redeemprepay, purchasepur- 8 chase, acquire or make a liquidation payment with respect to, any of the outstanding capital shares of the Guarantor or Guarantor's capital stock, (bii) make any payment of principal of, or interest or premium, if any, on on, or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with, or junior in interest to right of payment to, the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor if such guarantee ranks equal to pari passu with, or junior in interest to right of payment to, the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends dividends, distributions, redemptions, purchases or distributions in shares of, acquisitions made by the Guarantor by way of issuance of its capital stock (or options, warrants, warrants or other rights to subscribe for or purchase shares of, common shares of the Guarantortherefor), (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such shareholders' rights plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the Preferred Securities Guarantee or Common Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of the Guarantor’s Company's capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (ve) the purchase of fractional interests in shares of the Guarantor’s Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement's dividend reinvestment plans).