Common use of No Material Adverse Change in Business Clause in Contracts

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus (in each case as supplemented or amended), except as otherwise stated therein or contemplated thereby, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stock, par value $1.00 per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, Statement or the Time of Sale Information and the Prospectus (in each case as supplemented or amended), except as otherwise stated therein or contemplated therebyProspectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company Company, the Operating Partnership and its their respective subsidiaries considered as one enterpriseenterprise (including all of the properties owned by the Company or the Operating Partnership and described in the Prospectus (the “Properties”)), whether or not arising in the ordinary course of businessbusiness (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stockCommon Stock, par value $1.00 the 5.875% Series A Cumulative Redeemable Preferred Stock and the 5.875% Series B Cumulative Redeemable Preferred Stock in amounts per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”)that are consistent with past practice, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of its the capital stockstock or other equity interest of such entity.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus (in each case as supplemented or amended), except as otherwise stated therein or contemplated thereby, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stock, par value $1.00 per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus (in each case as supplemented or amended), except as otherwise stated therein or contemplated thereby, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (“Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stock, par value $1.00 per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and General Disclosure Package or the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in or affecting the conditionbusiness affairs, business, earnings, condition (financial or otherwise), results of operations, stockholders’ equity, properties, management or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseenterprise (including all of the properties of the Company and its subsidiaries), whether or not arising in the ordinary course of businessbusiness (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular monthly or quarterly dividends on the Common Stock and shares of the Company’s common stock9.00% Series A Cumulative Redeemable Preferred Stock, par value $1.00 0.001 per share, in amounts per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”)that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of its the capital stockstock or other equity interest of such entities.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and Disclosure Package or the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, condition (financial or otherwise, ) or in the earnings, business affairs affairs, properties, assets or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiariesSubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries Subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock and dividends on the Company’s common stock8.50% Series A Cumulative Redeemable Preferred Stock, par value $1.00 0.01 per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”)share, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information General Disclosure Package and the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs affairs, financial prospects or business prospects of the Company and its subsidiaries considered as one enterpriseenterprise (a “Material Adverse Effect”), whether or not arising in the ordinary course of business, (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly monthly distributions on the Common Stock in amounts per share that are consistent with past practice and regular monthly dividends on the Company’s common stock6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock, par value $1.00 0.01 per share (the “Common Stock”) and preferred stock, par value $1.00 per share (“Class F Preferred Stock”), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and General Disclosure Package or the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, condition (financial or otherwise, ) or in the earnings, business affairs affairs, properties, assets or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiariesSubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries Subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock and dividends on the Company’s common stock8.50% Series A Cumulative Redeemable Preferred Stock, par value $1.00 0.01 per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”)share, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information Disclosure Package and the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, condition (financial or otherwise), earnings, assets, properties, operations, or business, or to the knowledge of the Company in the earningsbusiness prospects, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stock, par value $1.00 per share (“Common Stock”) and stock or preferred stock, par value $1.00 in amounts per share (“Preferred Stock”)that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and General Disclosure Package or the Prospectus (in each case as supplemented or amended), except as otherwise stated therein or contemplated therebyProspectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for the regular dividends on the Common Stock disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and the regular quarterly dividends on the Company’s common stockoutstanding preferred shares of beneficial interest, par value $1.00 0.01 per share (“Common Stock”) and preferred stock, par value $1.00 per share (the “Preferred Stock”), in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information Statement and the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, condition (financial or otherwise), earnings, assets, properties, operations, or business, or to the knowledge of the Company in the earningsbusiness prospects, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a "Material Adverse Effect"), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s 's common stock, par value $1.00 per share (“Common Stock”) and stock or preferred stock, par value $1.00 in amounts per share (“Preferred Stock”)that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and General Disclosure Package or the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change change, and no development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stock, par value $1.00 2.00 per share share, of the Company (the “Common Stock”) and preferred stock, par value $1.00 in amounts per share (“Preferred Stock”)that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and General Disclosure Package or the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs earnings or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stock, par value $1.00 per share Common Stock and on the outstanding 4.75% Series A Mandatory Convertible Preferred Stock of the Company (the “Common Stock”) and preferred stock, par value $1.00 per share (“Series A Convertible Preferred Stock”), in each case, in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise disclosed in the Registration Statement and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement, Statement or the Time of Sale Information and the Prospectus (in each case as supplemented or amended), except as otherwise stated therein or contemplated thereby, Prospectus: (A) there has been no material adverse change in or any development that is reasonably likely to have a material adverse effect on the condition, financial or otherwise, or in the earningsresults of operations, properties, business affairs or business prospects of the Company and its subsidiaries the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiariesSubsidiary, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries the Subsidiaries considered as one enterprise, enterprise and (C) except for regular quarterly monthly dividends on the Common Shares and regular monthly distributions on the Company’s common stock, par value $1.00 per share outstanding preferred shares (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”if any are outstanding), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and General Disclosure Package or the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no change except for such as would not have a material adverse change in effect on the conditionbusiness, financial position, stockholders’ equity, reserves, surplus, results of operations or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered taken as one enterprisea whole, whether or not arising in the ordinary course of businessbusiness (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stock, no par value $1.00 per share share, of the Company (the “Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information General Disclosure Package and the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, financial or otherwise, earnings or in the earnings, business affairs or business prospects of the Company and its consolidated subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness nor have there been any developments involving a prospective material adverse change of the Company and its consolidated subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its consolidated subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterpriseconsolidated subsidiaries, and (C) except for regular quarterly dividends on the Company’s common stock, par value $1.00 5.00 per share share, of the Company (the “Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and General Disclosure Package or the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change change, and no development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stock, par value $1.00 2.00 per share, of the Company in amounts per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”)that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information General Disclosure Package and the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a “Material Adverse Effect”), (B) there have been no liabilities or obligations incurred, direct or contingent, nor transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stock, par value $1.00 stock of the Company in amounts per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”)that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class or series of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information Statement and the Prospectus (in each case as supplemented exclusive of any amendments or amendedsupplements thereto subsequent to the date of this Agreement), except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a "Material Adverse Effect"), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, subsidiaries which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly periodic dividends on the Company’s common stock, par value $1.00 per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”), there has been no dividend or distribution of any kind declared, paid or made by the Company on the Common Stock, the Company's preferred stock, par value $0.001 per share (the "Preferred Stock") or on any other class of its capital stockcommon or preferred stock of the Company (the "Capital Stock").

No Material Adverse Change in Business. Since the respective dates as of which information is given in or incorporated by reference into the Registration Statement, the Time of Sale Information Statement and the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterpriseenterprise (a "Material Adverse Effect"), whether or not arising in the ordinary course of business, (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stockSeries A Convertible Preferred Stock, par value $1.00 .02 per share (“Common the "Convertible Preferred Stock”") and preferred stock, par value $1.00 the Common Stock in amounts per share (“Preferred Stock”)that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information Statement and the each Prospectus (in each case as supplemented exclusive of any amendments or amendedsupplements thereto subsequent to the date of this Agreement), except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, subsidiaries which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends periodic distributions on the Company’s common stock, par value $1.00 per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”), there has been no dividend or distribution of any kind declared, paid or made by the Company on the Common Stock, the Company’s preferred stock, par value $0.001 per share (the “Preferred Stock”), or on any other class of its capital stockcommon or preferred stock of the Company (the “Capital Stock”).

No Material Adverse Change in Business. Since the -------------------------------------- respective dates as of which information is given in the Registration Statement, the Time of Sale Information Statement and the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebydisclosed therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a "Material Adverse Effect"), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stock's Class A Preferred Stock, par value $1.00 per share, and its Class B Preferred Stock, par value $1.00 per share (“Common Stock”) and preferred stock, par value $1.00 per share (“collectively. the "Preferred Stock”"), there has been no dividend or distribution of any kind declared, . paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information General Disclosure Package and the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiariesSubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries Subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stock, par value $1.00 per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Fixed Rate Cumulative Perpetual Preferred Stock”), Series A, issued to the United States Department of the Treasury pursuant to the Capital Purchase Program, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information General Disclosure Package, the Final Prospectuses and the Prospectus (in each case as supplemented or amended)Supplementary Material, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly semi-annual dividends on the Company’s issued and outstanding common stock, par value $1.00 shares (the “Common Shares”) in amounts per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”)that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stockshare capital.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and General Disclosure Package or the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, condition (financial or otherwise, ) or in the earnings, business affairs affairs, properties, assets or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiariesSubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries Subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock and dividends on the Company’s common stock8.50% Series A Cumulative Redeemable Preferred Stock, par value $1.00 0.01 per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Series A Preferred Stock”), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information Statement and the Prospectus (in each case as supplemented or amended), except as otherwise stated therein or contemplated thereby, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or the Trust, whether or not arising in the ordinary course of businessbusiness (a "Material Adverse Effect"), (B) there have been no transactions entered into (x) by the Trust, or (y) by the Company or any of its other subsidiaries, other (in the case of clause (y) only) than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stock's Common Stock, par value $1.00 2.50 per share (“the "Common Stock”) and preferred stock"), par value $1.00 in amounts per share (“Preferred Stock”)that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information Statement and the Prospectus (in each case as supplemented exclusive of any amendments or amendedsupplements thereto subsequent to the date of this Agreement), except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a "Material Adverse Effect"), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, subsidiaries which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends periodic distributions on the Company’s common stock, par value $1.00 per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”), there has been no dividend or distribution of any kind declared, paid or made by the Company on the Common Stock, the Company's preferred stock, par value $0.001 per share (the "Preferred Stock") or on any other class of its capital stockcommon or preferred stock of the Company (the "Capital Stock").

No Material Adverse Change in Business. Since the respective -------------------------------------- dates as of which information is given in the Registration Statement, the Time of Sale Information Statement and the Prospectus (in each case Prospectus, and with respect to information as supplemented or amended)to which no date is given, since the date of the Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a "Material Adverse Effect"), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, enterprise and (C) except for regular quarterly dividends on the Company’s common stock, par value $1.00 per share (“'s Common Stock”) and Stock or preferred stock, par value $1.00 in amounts per share (“Preferred Stock”)that are consistent with past practice or the applicable charter document or supplement thereto, respectively, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective ---------------------------------------------- dates as of which information is given in the Registration Statement, the Time of Sale Information Statement and the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change change, or a development known to the Company involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a "Material Adverse Effect"), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stock, par value $1.00 Common Stock in amounts per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”)that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, other than as set forth in the Prospectus.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and General Disclosure Package or the Prospectus (in each case as supplemented or amended), except as otherwise stated therein or contemplated therebyProspectus, (A) there has been no material adverse change change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which that are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stock, par value $1.00 0.01 per share (the “Common Stock”) and preferred stock), par value $1.00 per share (“Preferred Stock”)in an amount consistent with the prior quarter, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, and (D) there has been no decision by the Company to wind up the Company’s business.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and General Disclosure Package or the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change or any development involving a prospective material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its consolidated subsidiaries considered as one enterprise, whether or not arising in and of each Principal Subsidiary (defined below) of the ordinary course of businessCompany (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprisehave had a Material Adverse Effect, and (C) except for regular quarterly dividends on the Company’s common stockordinary shares, par nominal value $1.00 4 Euros per share, of the Company in amounts per share (“Common Stock”) and preferred stockthat are consistent with past practice, par value $1.00 per share (“Preferred Stock”)including the interim dividend paid by the Company on [ ], there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, and (D) there has been no significant change in the accounting methods used by the Company other than as described in the Registration Statement and the Prospectus or in documents incorporated by reference therein to establish its financial statements.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and General Disclosure Package or the Prospectus (in each case as supplemented or amended), except as otherwise stated therein or contemplated therebyProspectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiariesSubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries Subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stockCommon Stock and the 8.50% Series A Cumulative Redeemable Preferred Stock, par value $1.00 in each case in amounts per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”)that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information Statement and the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterpriseenterprise (a "Material Adverse Effect"), whether or not arising in the ordinary course of business, (B) there have been no transactions entered into by the Company or any of its subsidiariesSubsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Company and its subsidiaries Subsidiaries considered as one enterprise, enterprise and (C) except for regular quarterly dividends on the Company’s common stockCommon Stock and on the Series A Convertible Preferred Stock, par value $1.00 0.01 per share, of the Company (the "Series A Preferred Stock"), in amounts per share (“Common Stock”) and preferred stockthat are consistent with past practice, par value $1.00 per share (“Preferred Stock”)respectively, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and General Disclosure Package or the Prospectus (in each case as supplemented or amended), except as otherwise stated therein or contemplated therebyProspectus, (A) there has been no material adverse change change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which that are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stock, par value $1.00 0.01 per share (the “Common Stock”) and preferred stock), par value $1.00 per share (“Preferred Stock”)in an amount consistent with the prior quarter, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, in the Time of Sale Information U.S. Prospectus and in the Prospectus (in each case as supplemented or amended)Canadian Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a "Material Adverse Effect"), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stockshares, par value $1.00 the Preferred Shares Series 1 and the Preferred Shares Series 2 of the Company in amounts per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”)that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information Statement and the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries Subsidiaries (as defined below) considered as one enterprisein the aggregate, whether or not arising in the ordinary course of businessbusiness (a "Material Adverse Effect"), (B) there have been no transactions entered into by the Company or any of its subsidiariesSubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries Subsidiaries considered as one enterprisein the aggregate, and (C) except for regular quarterly dividends on the Company’s common stock, par value $1.00 per share share, of the Company (“the "Common Stock”") and preferred stock, par value $1.00 in amounts per share (“Preferred Stock”)that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information Statement and the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprisesubsidiaries, whether or not arising in the ordinary course of businessbusiness (a "Material Adverse Effect"), (B) there the Company and its subsidiaries have been no transactions not incurred any liability or obligations, direct or contingent, nor entered into by the Company or any of its subsidiariestransaction, other than those in the ordinary course of business, which are material with respect to the Company and or its subsidiaries considered as one enterprisesubsidiaries, and (C) except for regular quarterly dividends on the Company’s common stock, par value $1.00 per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, other than the payment of a dividend on its outstanding shares of Series A convertible preferred stock, par value $0.01 per share (the "Preferred Stock"), in October 2003, and (D) there has not been any material adverse change in the capital stock, short-term debt or long term debt of the Company or any of its subsidiaries.

No Material Adverse Change in Business. Since the respective --------------------------------------------- dates as of which information is given in the Registration Statement, the Time of Sale Information Statement and the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change change, or a development known to the Company involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a "Material Adverse Effect"), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stock, par value $1.00 Common Stock in amounts per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”)that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, other than as set forth in the Prospectus.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and General Disclosure Package or the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change or any development involving a prospective material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its consolidated subsidiaries considered as one enterprise, whether or not arising in and of each Principal Subsidiary (defined below) of the ordinary course of businessCompany (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprisehave had a Material Adverse Effect, and (C) except for regular quarterly dividends on the Company’s common stockordinary shares, par nominal value $1.00 4 Euros per share, of the Company in amounts per share (“Common Stock”) and preferred stockthat are consistent with past practice, par value $1.00 per share (“Preferred Stock”)including the interim dividend paid by the Company on [·], there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, and (D) there has been no significant change in the accounting methods used by the Company other than as described in the Registration Statement and the Prospectus or in documents incorporated by reference therein to establish its financial statements.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and General Disclosure Package or the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change or any development involving a prospective material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its consolidated subsidiaries considered as one enterprise, whether or not arising in and of each Principal Subsidiary (defined below) of the ordinary course of businessCompany (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprisehave had a Material Adverse Effect, and (C) except for regular quarterly dividends on the Company’s common stockordinary shares, par nominal value $1.00 4 Euros per share, of the Company in amounts per share (“Common Stock”) and preferred stockthat are consistent with past practice, par value $1.00 per share (“Preferred Stock”)including the interim dividend paid by the Company on [•], there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, and (D) there has been no significant change in the accounting methods used by the Company other than as described in the Registration Statement and the Prospectus or in documents incorporated by reference therein to establish its financial statements.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and General Disclosure Package or the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change or any development involving a prospective material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its consolidated subsidiaries considered as one enterprise, whether or not arising in and of each Principal Subsidiary (defined below) of the ordinary course of businessCompany (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprisehave had a Material Adverse Effect, and (C) except for regular quarterly dividends on the Company’s common stockordinary shares, par nominal value $1.00 4 Euros per share, of the Company in amounts per share (“Common Stock”) and preferred stockthat are consistent with past practice, par value $1.00 per share (“Preferred Stock”)including the interim dividend paid by the Company on September 11, 2008, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, and (D) there has been no significant change in the accounting methods used by the Company other than as described in the Registration Statement and the Prospectus or in documents incorporated by reference therein to establish its financial statements.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and General Disclosure Package or the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change or any development involving a prospective material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its consolidated subsidiaries considered as one enterprise, whether or not arising in and of each Principal Subsidiary (defined below) of the ordinary course of businessCompany (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprisehave had a Material Adverse Effect, and (C) except for regular quarterly dividends on the Company’s common stockordinary shares, par nominal value $1.00 4 Euros per share, of the Company in amounts per share (“Common Stock”) and preferred stockthat are consistent with past practice, par value $1.00 per share (“Preferred Stock”)including the interim dividend paid by the Company on [—], there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, and (D) there has been no significant change in the accounting methods used by the Company other than as described in the Registration Statement and the Prospectus or in documents incorporated by reference therein to establish its financial statements.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information General Disclosure Package and the Prospectus (in each case as supplemented or amended), except as otherwise stated therein or contemplated thereby, (Aa) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (“Material Adverse Effect”), (Bb) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (Cc) except for regular quarterly dividends on the Company’s common stock, par value $1.00 per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and General Disclosure Package or the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change or any development involving a prospective material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its consolidated subsidiaries considered as one enterprise, whether or not arising in and of each Principal Subsidiary (defined below) of the ordinary course of businessCompany (a "Material Adverse Effect"), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprisehave had a Material Adverse Effect, and (C) except for regular quarterly dividends on the Company’s common stockordinary shares, par nominal value $1.00 4 Euros per share, of the Company in amounts per share (“Common Stock”) and preferred stockthat are consistent with past practice[, par value $1.00 per share (“Preferred Stock”)including the interim dividend paid by the Company on [•]], there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock, and (D) there has been no significant change in the accounting methods used by the Company.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information Statement and the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, condition (financial or otherwise), or in the earnings, assets, properties, operations, business affairs or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a "Material Adverse Effect"), (B) there have been no transactions entered into by the Company or any of its subsidiariesSubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries Subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s 's common stock, par value $1.00 per share (“Common Stock”) and stock or preferred stock, par value $1.00 in amounts per share (“Preferred Stock”)that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information Statement and the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, condition (financial or otherwise), business, properties, surplus or in the earnings, business affairs or business prospects capital of the Company and its subsidiaries considered taken as one enterprise, whether or not arising in the ordinary course of businessa whole (a "Material Adverse Effect"), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly annual dividends on the Company’s common stock, par value $1.00 per share share, of the Company (“the "Common Stock”") and on the Series A participating preferred stock, par value $1.00 per share share, of the Company (“the "Preferred Stock”)") in amounts per share that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information Statement and the Prospectus (in each case as supplemented exclusive of any amendments or amendedsupplements thereto subsequent to the date of this Agreement), except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, subsidiaries which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends periodic distributions on the Company’s common stock, par value $1.00 per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”), there has been no dividend or distribution of any kind declared, paid or made by the Company on the Common Stock, the Company’s preferred stock, par value $0.001 per share (the “Preferred Stock”) or on any other class of its capital stockcommon or preferred stock of the Company (the “Capital Stock”).

No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and General Disclosure Package or the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, condition (financial or otherwise, ) or in the earnings, business affairs affairs, properties, assets or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiariesSubsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries Subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock and dividends on the Company’s common stock8.50% Series A Cumulative Redeemable Preferred Stock, par value $1.00 0.01 per share share, (“Common Series A Preferred Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the -------------------------------------- respective dates as of which information is given in the Registration Statement, the Time of Sale Information Statement and the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earningsresults of operations, business affairs or business prospects properties of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness or any development which the Company has reason to believe would result in a prospective material adverse change (a "Material Adverse Effect"), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Company’s common stock, par value $1.00 Common Stock or Preferred Stock in amounts per share (“Common Stock”) and preferred stock, par value $1.00 per share (“Preferred Stock”)that are consistent with past practice, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

No Material Adverse Change in Business. Since the respective -------------------------------------- dates as of which information is given in the Registration Statement, the Time of Sale Information Statement and the Prospectus (in each case as supplemented or amended)Prospectus, except as otherwise stated therein or contemplated therebytherein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of businessbusiness (a "Material Adverse Effect"), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those arising in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, enterprise and (C) except for regular quarterly dividends on the Company’s 's outstanding common stock, par value $1.00 stock and regular dividends on its outstanding preferred stock in amounts per share (“Common Stock”) and that are consistent with the terms of such preferred stock, par value $1.00 per share (“Preferred Stock”), there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.