Common use of Alternative Payment Mechanism Clause in Contracts

Alternative Payment Mechanism. (i) Subject to a Market Disruption Event and the conditions described in this Section 2.02(f) and the exception described in Sections 2.02(f)(vi) and (x) below, if the Company defers Interest on the Notes, it shall be required, commencing on the relevant APM Commencement Date, to use Commercially Reasonable Efforts to issue its APM Securities until the Company has raised an amount of Eligible Proceeds at least equal to the aggregate amount of accrued and unpaid Deferred Interest (including Additional Interest thereon) on the Notes. This method of funding the payment of accrued and unpaid Deferred Interest is referred to as the “Alternative Payment Mechanism.” The Company is required to apply Eligible Proceeds raised during any Deferral Period pursuant to the Alternative Payment Mechanism to pay Deferred Interest (and Additional Interest thereon) on the Notes. (ii) Except as provided in the last sentence of this paragraph, during the first five years of any Deferral Period, the Company shall not be required to issue a number of shares of its Common Stock or Warrants exercisable for a number of shares of its Common Stock in excess of 2% of the number of shares of the Company’s outstanding Common Stock as of the applicable APM Commencement Date (the “Common Stock Maximum Obligation”). Once the Company reaches the Common Stock Maximum Obligation for a Deferral Period, the Company will not be required to issue more shares of Common Stock or Warrants under the Alternative Payment Mechanism during the first five years of that Deferral Period (including Additional Interest thereon) even if the amount referred to in the preceding sentence subsequently increases because of a subsequent increase in the number of outstanding shares of such Common Stock. The Common Stock Maximum Obligation for that Deferral Period will cease to apply after the fifth anniversary of the commencement of any Deferral Period, at which point the Company must pay any Deferred Interest (including Additional Interest thereon), regardless of the time at which it was deferred, using the Alternative Payment Mechanism, subject to any Market Disruption Event. If the Common Stock Maximum Obligation for that Deferral Period has been reached during a Deferral Period and the Company subsequently pays all Deferred Interest (including Additional Interest thereon), the Common Stock Maximum Obligation for that Deferral Period will cease to apply at the termination of that Deferral Period, and will not apply again unless and until the Company starts a new Deferral Period. The Common Stock Maximum Obligation shall apply only if the Company is or becomes Publicly Traded during such five-year period; for the avoidance of doubt, if the Company is not Publicly Traded on the APM Commencement Date but becomes Publicly Traded during such five-year Deferral Period, the calculation of the number of shares of Common Stock or Warrants exercisable for a number of shares of Common Stock in excess of 2% of the number of shares of the Company’s outstanding Common Stock shall be based on (i) the number of shares outstanding on the date the Company becomes Publicly Traded rather than the APM Commencement Date and (ii) the number of shares of Common Stock and Warrants exercisable for Common Stock issued as APM Securities on or after the date the Company becomes Publicly Traded. The Company will not be permitted, pursuant to the Alternative Payment Mechanism for purposes of paying Deferred Interest on the Notes, to issue shares of Qualifying Non-Cumulative Perpetual Preferred Stock or Mandatorily Convertible Preferred Stock if the net proceeds from such issuance, together with the net proceeds of all prior issuances of Qualifying Non-Cumulative Perpetual Preferred Stock and unconverted and outstanding Mandatorily Convertible Preferred Stock by the Company so applied during the current and all prior Deferral Periods, would exceed 25% of the aggregate principal amount of the Notes issued under this Indenture (the “Preferred Stock Cap”). (iii) Notwithstanding clauses (i) and (ii) above, under the Alternative Payment Mechanism, so long as the definition of “APM Securities” has not been amended to eliminate Common Stock: (1) the sale of Warrants to pay Deferred Interest is an option that may be exercised at the Company’s sole discretion, subject to the Common Stock Maximum Obligation (if applicable), (2) the Company will not be obligated to sell Warrants or to apply the proceeds of any such sale to pay Deferred Interest on the Notes, and (3) no class of investors of the Company, or any other party, may require the Company to sell Warrants. (iv) If the Company sells Warrants to pay Deferred Interest pursuant to the Alternative Payment Mechanism, the Company will be required to use commercially reasonable efforts, subject to the Common Stock Maximum Obligation and the Share Cap (in each case, if applicable), to set the terms of the Warrants so as to raise sufficient proceeds from their issuance, together with the proceeds from any other APM Securities issued concurrently, to pay all Deferred Interest on the Notes in accordance with the Alternative Payment Mechanism. (v) Except as provided in the last sentence of this paragraph, the Company may not issue Common Stock, Warrants or Mandatorily Convertible Preferred Stock pursuant to the Alternative Payment Mechanism to the extent that the total number of shares of Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued as APM Securities, together with all prior issuances of Common Stock, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, would exceed 115 million shares of the Common Stock (the “Share Cap”). If the issued and outstanding shares of the Common Stock are changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other similar transaction, the Share Cap shall be correspondingly adjusted. The Share Cap will apply so long as the Notes remain Outstanding. If the Share Cap has been reached and it is not sufficient to allow the Company to pay all Deferred Interest then accrued in full, the Company shall use commercially reasonable efforts to increase the Share Cap (i) only to the extent that the Company can do so and simultaneously satisfy its future fixed or contingent obligations under other securities and derivative instruments that provide for settlement or payment in the Common Stock or (ii) if the Company cannot increase the Share Cap as contemplated in clause (i), by requesting the Company’s Board of Directors to adopt a resolution for stockholder vote at the Company’s next occurring annual stockholders’ meeting to increase the number of the Company’s authorized Common Stock for purposes of satisfying the Company’s obligations to pay Deferred Interest. The Share Cap shall apply only if the Company becomes Publicly Traded; for the avoidance of doubt, if the Company becomes Publicly Traded, the calculation of the number of shares of Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued as APM Securities, together with all prior issuances of Common Stock, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, shall commence as of the date the Company becomes Publicly Traded and shall not include shares of Common Stock issued or issuable upon exercise of Warrants or conversion of Mandatorily Convertible Preferred Stock issued as APM Securities that were issued, if any, prior to the date the Company became Publicly Traded. (vi) The Company shall be excused from its obligations under the Alternative Payment Mechanism in respect of any Interest Payment Date if the Company provides written certification to the Trustee (copies of which the Company will promptly forward to each Holder of Notes) no more than 15 and no less than 10 Business Days in advance of that Interest Payment Date certifying that: (A) a Market Disruption Event was existing after the immediately preceding Interest Payment Date; and (B) either (x) the Market Disruption Event continued for the entire period from the Business Day immediately following the preceding Interest Payment Date to the Business Day immediately preceding the date on which that certification is provided or (y) the Market Disruption Event continued for only part of this period, but the Company was unable after using its Commercially Reasonable Efforts to raise sufficient Eligible Proceeds during the rest of that period to pay all accrued and unpaid Interest. (vii) The Company’s failure to pay Interest on the Notes in accordance with the Alternative Payment Mechanism as required by this Indenture shall constitute a default under clause (3) of the definition of Enforcement Event in Section 5.03, but shall constitute an Event of Default only in the circumstances specified under Section 5.01(1). The Company’s failure to raise Eligible Proceeds when required pursuant to Section 2.02(f) shall constitute a default under clause (4) of the definition of Enforcement Event, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02(4). (viii) If, due to a Market Disruption Event or otherwise, the Company was able to raise some, but not all, Eligible Proceeds necessary to pay all Deferred Interest (including Additional Interest thereon) on any Interest Payment Date, the Company shall apply any available Eligible Proceeds to pay Deferred Interest (including Additional Interest thereon) on the applicable Interest Payment Date in chronological order based on the date each payment was first deferred. If the Company has outstanding securities in addition to, and that rank pari passu with, the Notes under which the Company is obligated to sell APM Securities and obligated to apply such proceeds to the payment of deferred interest and distributions, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for payment of the deferred interest and distributions shall be applied to the Notes and those Parity Securities on a pro rata basis, subject to the Share Cap (if applicable), the Common Stock Maximum Obligation (if applicable) and the Preferred Stock Cap, in proportion to the total amounts that are due on the Notes and such Parity Securities.

Alternative Payment Mechanism. (ia) Subject to a Market Disruption Event and On the conditions described in this Section 2.02(ffifth anniversary of the beginning of an Optional Deferral Period (if on such date such Optional Deferral Period has not ended) and the exception described in Sections 2.02(f)(vi) and (x) belowor, if earlier, immediately following the first Interest Payment Date during an Optional Deferral Period on which the Company defers Interest on elects to pay current interest, the Notes, it shall be required, commencing on the relevant APM Commencement Date, Company covenants to continuously use its Commercially Reasonable Efforts to issue Qualifying Securities and/or, at the Company’s option, its APM Securities Qualifying Warrants until the Company it has raised an amount of Eligible Proceeds at least equal to the aggregate amount of accrued and unpaid Deferred Interest (including Additional Interest thereon) deferred interest on the Notes. This method of funding the payment of ICONs that shall be accrued and unpaid Deferred as of the next Interest is referred Payment Date (other than interest accruing during the final interest period of the ICONs, which can be paid from any source). Such obligation shall continue until all accrued and unpaid deferred interest has been paid in full. (b) Eligible Proceeds (i) received by the Company from the sale of Qualifying Securities and/or, at its option, Qualifying Warrants during the 180 days prior to any Interest Payment Date as to which the “Alternative Payment Mechanism.” The Company is required to apply Eligible Proceeds raised during any Deferral Period use the Alternative Payment Mechanism, and (ii) designated by the Company at or before the time of such sale as available to pay interest on the ICONs will, at the time such proceeds are delivered to the Trustee to satisfy the relevant interest payment, be deemed to satisfy the Company’s obligations to pay interest on the ICONs pursuant to the Alternative Payment Mechanism provided such Eligible Proceeds are sufficient to pay Deferred the then-outstanding amount of deferred interest. (c) Notwithstanding the foregoing, the Company shall not be required to use Commercially Reasonable Efforts to issue Qualifying Securities or Qualifying Warrants to satisfy the Company’s obligation to pay accrued and unpaid deferred interest: (i) during the existence of any Market Disruption Event (but in no event beyond the tenth anniversary of the commencement of any Optional Deferral Period), so long as the Company has delivered an MDE Certification to the Trustee no more than 20 and no fewer than 10 Business Days in advance of an Interest Payment Date, (ii) if doing so would be contrary to the instructions or rulings of any Applicable Regulatory Authority, (iii) if there has occurred a Business Combination and Additional the outstanding deferred interest on the ICONs has been paid through the first Interest thereonPayment Date following the consummation of such Business Combination; (iv) on the NotesFinal Maturity Date; or (v) on the Acceleration Date. (d) The Company shall be deemed to have made Commercially Reasonable Efforts to sell its Qualifying Securities during a Market Disruption Event regardless of whether the Company make any offers or sales during such Market Disruption Event. For the avoidance of doubt, the Company shall not be considered to have made Commercially Reasonable Efforts to effect a sale of the Company’s Qualifying Securities if the Company determines to not pursue or complete such sale due to pricing, dividend rate, coupon or dilution considerations. (e) Notwithstanding anything hereinto the contrary, in no event shall the Company: (i) be required to issue Common Stock or Qualifying Warrants prior to the fifth anniversary of the commencement of an Optional Deferral Period to the extent that the number of such shares of Common Stock and the shares underlying such Qualifying Warrants, as of the date of their issuance, would exceed 2% of the total number of issued and outstanding shares of the Company’s Common Stock as of the date of the Company’s most recent publicly available consolidated financial statements (the “Common Equity Issuance Cap”); (ii) Except as provided in be permitted to issue Mandatorily Convertible Preferred Stock and Perpetual Non-cumulative Preferred Stock to the last sentence extent that the net proceeds of this paragraphany issuance of Mandatorily Convertible Preferred Stock and/or Perpetual Non-cumulative Preferred Stock applied, together with the net proceeds of all prior issuances of any still-outstanding Mandatorily Convertible Preferred Stock and/or Perpetual Non-cumulative Preferred Stock applied during the first five years current and all prior Optional Deferral Periods to pay interest on the ICONs pursuant to the Alternative Payment Mechanism, would exceed 25% of the aggregate principal amount of the ICONs initially issued under this Indenture (the “Preferred Stock Issuance Cap”); and (iii) be obligated to sell Qualifying Warrants or to apply the proceeds of any such sale to pay deferred interest on the ICONs; however, the Company may, at the Company’s option, issue Qualifying Warrants and use the proceeds from such issuance to pay deferred interest on the ICONs, subject to the Common Equity Issuance Cap. (f) Upon attainment of the Common Equity Issuance Cap for an Optional Deferral Period, the Company shall not be required to issue a number of shares of its Common Stock or Warrants exercisable for a number of shares of its Common Stock in excess of 2% of the number of shares of the Company’s outstanding Common Stock as of the applicable APM Commencement Date (the “Common Stock Maximum Obligation”). Once the Company reaches the Common Stock Maximum Obligation for a Deferral Period, the Company will not be required obligated under this Section to issue more shares of Common Stock or Warrants under the Alternative Payment Mechanism during the first five years of that Deferral Period (including Additional Interest thereon) even if the amount referred prior to in the preceding sentence subsequently increases because of a subsequent increase in the number of outstanding shares of such Common Stock. The Common Stock Maximum Obligation for that Deferral Period will cease to apply after the fifth anniversary of the commencement of any an Optional Deferral Period even if the number of outstanding shares of the Company’s Common Stock subsequently increases (although the Company may do so at its option). The Common Equity Issuance Cap shall cease to apply with respect to an Optional Deferral Period following the fifth anniversary of the commencement of an Optional Deferral Period, at which point time the Company must pay shall repay any Deferred Interest (including Additional Interest thereon)deferred interest, regardless of the time at which it was deferred, using the Alternative Payment Mechanism, subject to any Market Disruption Event. If In addition, if the Common Stock Maximum Obligation for that Deferral Period has been Equity Issuance Cap is reached during a an Optional Deferral Period and the Company subsequently pays repays all Deferred Interest (including Additional Interest thereon)deferred interest, the Common Stock Maximum Obligation for that Deferral Period will Equity Issuance Cap shall cease to apply with respect to an Optional Deferral Period at the termination of that such Optional Deferral Period, Period and will shall not apply again unless and until the Company starts a new Optional Deferral Period. . (g) The Common Stock Maximum Obligation shall Company covenants to apply only if all Eligible Proceeds raised pursuant to this Section to the Company is or becomes Publicly Traded during such five-year period; for the avoidance payment of doubt, if the Company is not Publicly Traded accrued and unpaid interest on the APM Commencement applicable Interest Payment Date but becomes Publicly Traded during such five-year Deferral Period, the calculation of the number of shares of Common Stock or Warrants exercisable for a number of shares of Common Stock until all accrued and unpaid interest shall have been paid in excess of 2% of the number of shares of the Company’s outstanding Common Stock full. (h) Interest payments made pursuant to this Section shall be based on applied in chronological order beginning with the earliest Interest Period for which interest (including Compounded Interest) has not been paid in full and for which such interest must be paid pursuant to this Section. (i) the number of shares outstanding Eligible Proceeds shall be applied to deferred interest on the date ICONs and on other securities that rank equally with the Company becomes Publicly Traded rather than ICONs that contain requirements to pay interest similar to the APM Commencement Date and (ii) the number terms of shares of Common Stock and Warrants exercisable for Common Stock issued as APM Securities on or after the date the Company becomes Publicly Traded. The Company will not be permitted, pursuant to the Alternative Payment Mechanism for purposes of paying Deferred Interest hereunder, on the Notes, to issue shares of Qualifying Non-Cumulative Perpetual Preferred Stock or Mandatorily Convertible Preferred Stock if the net proceeds from such issuance, together with the net proceeds of all prior issuances of Qualifying Non-Cumulative Perpetual Preferred Stock and unconverted and outstanding Mandatorily Convertible Preferred Stock by the Company so applied during the current and all prior Deferral Periods, would exceed 25% of the aggregate principal amount of the Notes issued under this Indenture (the “Preferred Stock Cap”). (iii) Notwithstanding clauses (i) and (ii) above, under the Alternative Payment Mechanism, so long as the definition of “APM Securities” has not been amended to eliminate Common Stock: (1) the sale of Warrants to pay Deferred Interest is an option that may be exercised at the Company’s sole discretion, subject to the Common Stock Maximum Obligation (if applicable), (2) the Company will not be obligated to sell Warrants or to apply the proceeds of any such sale to pay Deferred Interest on the Notes, and (3) no class of investors of the Company, or any other party, may require the Company to sell Warrants. (iv) If the Company sells Warrants to pay Deferred Interest pursuant to the Alternative Payment Mechanism, the Company will be required to use commercially reasonable efforts, subject to the Common Stock Maximum Obligation and the Share Cap (in each case, if applicable), to set the terms of the Warrants so as to raise sufficient proceeds from their issuance, together with the proceeds from any other APM Securities issued concurrently, to pay all Deferred Interest on the Notes in accordance with the Alternative Payment Mechanism. (v) Except as provided in the last sentence of this paragraph, the Company may not issue Common Stock, Warrants or Mandatorily Convertible Preferred Stock pursuant to the Alternative Payment Mechanism to the extent that the total number of shares of Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued as APM Securities, together with all prior issuances of Common Stock, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, would exceed 115 million shares of the Common Stock (the “Share Cap”). If the issued and outstanding shares of the Common Stock are changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other similar transaction, the Share Cap shall be correspondingly adjusted. The Share Cap will apply so long as the Notes remain Outstanding. If the Share Cap has been reached and it is not sufficient to allow the Company to pay all Deferred Interest then accrued in full, the Company shall use commercially reasonable efforts to increase the Share Cap (i) only to the extent that the Company can do so and simultaneously satisfy its future fixed or contingent obligations under other securities and derivative instruments that provide for settlement or payment in the Common Stock or (ii) if the Company cannot increase the Share Cap as contemplated in clause (i), by requesting the Company’s Board of Directors to adopt a resolution for stockholder vote at the Company’s next occurring annual stockholders’ meeting to increase the number of the Company’s authorized Common Stock for purposes of satisfying pro rata basis towards the Company’s obligations to pay Deferred Interest. The Share Cap shall apply only if the Company becomes Publicly Traded; for the avoidance of doubt, if the Company becomes Publicly Traded, the calculation of the number of shares of Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued as APM Securities, together with all prior issuances of Common Stock, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, shall commence as of the date the Company becomes Publicly Traded and shall not include shares of Common Stock issued or issuable upon exercise of Warrants or conversion of Mandatorily Convertible Preferred Stock issued as APM Securities that were issued, if any, prior to the date the Company became Publicly Traded. (vi) The Company shall be excused from its obligations under the Alternative Payment Mechanism in respect of any Interest Payment Date if the Company provides written certification to the Trustee (copies of which the Company will promptly forward to each Holder of Notes) no more than 15 and no less than 10 Business Days in advance of that Interest Payment Date certifying that: (A) a Market Disruption Event was existing after the immediately preceding Interest Payment Date; and (B) either (x) the Market Disruption Event continued for the entire period from the Business Day immediately following the preceding Interest Payment Date to the Business Day immediately preceding the date on which that certification is provided or (y) the Market Disruption Event continued for only part of this period, but the Company was unable after using its Commercially Reasonable Efforts to raise sufficient Eligible Proceeds during the rest of that period to pay all accrued and unpaid Interest. (vii) The Company’s failure to pay Interest interest on the Notes in accordance with the Alternative Payment Mechanism as required by this Indenture shall constitute a default under clause (3) of the definition of Enforcement Event in Section 5.03, but shall constitute an Event of Default only in the circumstances specified under Section 5.01(1). The Company’s failure to raise Eligible Proceeds when required pursuant to Section 2.02(f) shall constitute a default under clause (4) of the definition of Enforcement Event, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from ICONs and such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02(4). (viii) If, due to a Market Disruption Event or otherwise, the Company was able to raise some, but not all, Eligible Proceeds necessary to pay all Deferred Interest (including Additional Interest thereon) on any Interest Payment Date, the Company shall apply any available Eligible Proceeds to pay Deferred Interest (including Additional Interest thereon) on the applicable Interest Payment Date in chronological order based on the date each payment was first deferred. If the Company has outstanding equally ranking securities in addition to, and that rank pari passu with, the Notes under which the Company is obligated to sell APM Securities and obligated to apply such proceeds to the payment of deferred interest and distributions, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for payment of the deferred interest and distributions shall be applied to the Notes and those Parity Securities on a pro rata basis, subject to the Share Cap (if applicable), the Common Stock Maximum Obligation (if applicable) and the Preferred Stock Cap, in proportion to the total aggregate amounts that are due on the Notes ICONs and such Parity securities, or on such other basis as any Applicable Regulatory Authority may instruct (taking into account the availability of proceeds of securities other than the Qualifying Securities described herein to settle deferred interest under any such other securities). Notwithstanding the foregoing, a partial payment shall be applied only to pay current interest to the extent that the source of such partial payment is other than proceeds from the sale of Qualifying Securities, and to optionally deferred interest payments, to the extent that the source of such partial payment is the sale of Qualifying Securities. (j) The Alternative Payment Mechanism shall not apply to the payment of current interest.

Alternative Payment Mechanism. (i) Subject to a Market Disruption Event Immediately following any APM Commencement Date and until the conditions described in this Section 2.02(f) and termination of the exception described in Sections 2.02(f)(vi) and (x) belowrelated Deferral Period, if the Company defers Interest on shall, after notice to the NotesFederal Reserve and except to the extent that the Federal Reserve shall have disapproved, it shall be required, commencing on the relevant APM Commencement Date, to use Commercially Reasonable Efforts to issue its Qualifying APM Securities until the Company has raised an amount of Eligible Proceeds at least equal to the aggregate and unpaid amount of accrued and unpaid Deferred Interest deferred interest on the CENts (including Additional Interest thereon) and applied such Eligible Proceeds on the Notes. This method of funding next Interest Payment Date to the payment of accrued and unpaid Deferred Interest is referred to as the “Alternative Payment Mechanism.” The Company is required to apply Eligible Proceeds raised during any Deferral Period pursuant to the Alternative Payment Mechanism to pay Deferred Interest deferred interest (and including Additional Interest thereon) on the Notes.in accordance with Section 2.1(h); provided that: (ii1) Except as provided in the last sentence of this paragraph, during the first five years of any Deferral Period, the Company shall not be required to issue a number of shares of its Common Stock or Qualifying Warrants exercisable for prior to the fifth anniversary of the commencement of a number Deferral Period if the net proceeds of shares any issuance of its Common Stock in excess or Qualifying Warrants applied during that Deferral Period to pay interest on the CENts pursuant to this Section 2.1(i), together with the net proceeds of all prior issuances of Common Stock and Qualifying Warrants so applied during that Deferral Period would exceed an amount equal to 2% of the product of the average of the Current Stock Market Prices of the Common Stock on the 10 consecutive trading days ending on the second trading day immediately preceding the date of issuance multiplied by the total number of issued and outstanding shares of the Company’s outstanding Common Stock as of the applicable APM Commencement Date date of the Company’s then most recent publicly available consolidated financial statements (the “Common Stock Maximum ObligationEquity Issuance Cap”). Once the Company reaches ; provided that the Common Stock Maximum Obligation for a Deferral Period, the Company will not be required to issue more shares of Common Stock or Warrants under the Alternative Payment Mechanism during the first five years of that Deferral Period (including Additional Interest thereon) even if the amount referred to in the preceding sentence subsequently increases because of a subsequent increase in the number of outstanding shares of such Common Stock. The Common Stock Maximum Obligation for that Deferral Period Equity Issuance Cap will cease to apply after the fifth anniversary of the commencement of any Deferral Period, at which point the Company must pay any Deferred Interest (including Additional Interest thereon)deferred interest, to the extent not disapproved by the Federal Reserve after notice, regardless of the time at which it was deferred, using the Alternative Payment Mechanism, subject to any Market Disruption Event. If Event and the Share Cap; and provided, further, that if the Common Stock Maximum Obligation for that Deferral Period has been Equity Issuance Cap is reached during a Deferral Period and the Company subsequently pays all Deferred Interest (including Additional Interest thereon)deferred interest, the Common Stock Maximum Obligation for that Deferral Period Equity Issuance Cap will cease to apply at the termination of that Deferral Period, Period and will not apply again unless and until the Company starts a new Deferral Period. The Company shall use commercially reasonable efforts, subject to the Common Stock Maximum Obligation shall apply only if Equity Issuance Cap (as defined in clause (5) below, to set the Company is or becomes Publicly Traded during such five-year period; for terms of any Qualifying Warrants so as to raise sufficient proceeds from their issuance to pay all deferred interest in accordance with the Alternative Payment Mechanism. For the avoidance of doubt, once the Company reaches the Common Equity Issuance Cap, the Company shall not be required to issue more Common Stock or Qualifying Warrants prior to the fifth anniversary of the commencement of any Deferral Period pursuant to this Section 2.1(i) even if the Company is not Publicly Traded on amount referred to in clause (1) of this Section 2.1(i) subsequently increases because of a subsequent increase in the APM Commencement Date but becomes Publicly Traded during such five-year Deferral Period, the calculation of the number of shares Current Stock Market Price of Common Stock or Warrants exercisable for a in the number of outstanding shares of Common Stock in excess of Stock; (2% of the number of shares of the Company’s outstanding Common Stock shall be based on (i) the number of shares outstanding on the date the Company becomes Publicly Traded rather than the APM Commencement Date and (ii) the number of shares of Common shall not be permitted to issue Qualifying Preferred Stock and Warrants exercisable for Common Stock issued as APM Securities on or after the date the Company becomes Publicly Traded. The Company will not be permitted, pursuant to the Alternative Payment Mechanism for purposes of paying Deferred Interest on the Notes, to issue shares of Qualifying Non-Cumulative Perpetual Preferred Stock or Mandatorily Convertible Preferred Stock if the net proceeds from such issuanceof any issuance of Qualifying Preferred Stock or Mandatorily Convertible Preferred Stock is applied to pay interest on the CENts pursuant to the Alternative Payment Mechanism, together with the net proceeds of all prior issuances of Qualifying Non-Cumulative Perpetual Preferred Stock and unconverted and still-outstanding Mandatorily Convertible Preferred Stock by the Company so applied during the current and all prior Deferral Periods, would exceed 25% of the aggregate principal amount of the Notes CENts issued under this the Indenture (the “Preferred Stock Issuance Cap”).; (iii3) Notwithstanding clauses the foregoing obligations shall not apply in respect of any Interest Payment Date if the Company shall have provided to the Trustee (and to the Property Trustee of the Trust to the extent it is the Holder of the CENts) no more than 15 and no less than 10 Business Days prior to such Interest Payment Date an Officers’ Certificate stating that (i) a Market Disruption Event was existing after the immediately preceding Interest Payment Date and (ii) aboveeither (A) the Market Disruption Event continued for the entire period from the Business Day immediately following the preceding Interest Payment Date to the Business Day immediately preceding the date on which such Officers’ Certificate is provided or (B) the Market Disruption Event continued for only part of such period but the Company was unable to raise sufficient Eligible Proceeds during the rest of that period to pay all accrued and unpaid interest due on the Interest Payment Date with respect to which such Officers’ Certificate is being delivered; (4) to the extent that the Company has raised some but not all Eligible Proceeds necessary to pay all deferred interest (including Additional Interest thereon) on any Interest Payment Date pursuant to this Section 2.1(i) and subject to the Common Equity Issuance Cap, under the Alternative Payment MechanismPreferred Stock Issuance Cap and the Share Cap, such Eligible Proceeds shall be applied in accordance with Section 2.1(h); and (5) so long as the definition of “APM Securities” has not been amended to eliminate Common Stock: (1) the sale of Warrants to pay Deferred Interest is an option that may be exercised at the Company’s sole discretion, subject to the Common Stock Maximum Obligation (if applicable), (2) the Company will not be obligated to sell Warrants or to apply the proceeds of any such sale to pay Deferred Interest on the Notes, and (3) no class of investors of the Company, or any other party, may require the Company to sell Warrants. (iv) If the Company sells Warrants to pay Deferred Interest pursuant to the Alternative Payment MechanismCENts remain outstanding, the Company will be required to use commercially reasonable efforts, subject to the Common Stock Maximum Obligation and the Share Cap (in each case, if applicable), to set the terms of the Warrants so as to raise sufficient proceeds from their issuance, together with the proceeds from any other APM Securities issued concurrently, to pay all Deferred Interest on the Notes in accordance with the Alternative Payment Mechanism. (v) Except as provided in the last sentence of this paragraph, the Company may shall not issue Common Stock, Qualifying Warrants or Mandatorily Convertible Preferred Stock such that the Common Stock to be issued (or which would be issuable upon exercise or conversion thereof), together with all Common Stock previously issued, or issuable under Qualifying Warrants and Mandatorily Convertible Preferred Stock previously issued, in each case pursuant to the Alternative Payment Mechanism to for purposes of paying deferred interest on the extent that the total number of shares of Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued as APM SecuritiesCENts, together with all prior issuances of Common Stock, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, would exceed 115 exceeds 50 million shares of the Common Stock (the “Share Cap”). If ; provided that (i) if additional Capital Securities are issued, the Share Cap will be increased proportionately to the number of such additional Capital Securities, and (ii) if the issued and outstanding shares of the Common Stock are changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other similar transaction, the Share Cap shall be correspondingly adjusted. The Share Cap will limitation shall apply so long as the Notes any CENts remain Outstanding. If outstanding, but if the Share Cap has been reached and it is not sufficient to allow the Company to raise sufficient proceeds to pay all Deferred Interest then accrued deferred interest in full, the Company shall use commercially reasonable efforts to increase the Share Cap amount (i) only to the extent that the Company it can do so and simultaneously satisfy its future fixed or contingent obligations under other securities and derivative instruments that provide for settlement or payment in the shares of its Common Stock or (ii) if the Company cannot increase the Share Cap as contemplated in clause (i)the preceding clause, by requesting the Company’s Board board of Directors directors to adopt a resolution for stockholder vote at the Company’s next occurring annual stockholders’ meeting to increase the number of the Company’s shares of authorized Common Stock for purposes of satisfying the Company’s obligations to pay Deferred Interest. The Share Cap shall apply only if the Company becomes Publicly Traded; for the avoidance of doubt, if the Company becomes Publicly Traded, the calculation of the number of shares of Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued as APM Securities, together with all prior issuances of Common Stock, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, shall commence as of the date the Company becomes Publicly Traded and shall not include shares of Common Stock issued or issuable upon exercise of Warrants or conversion of Mandatorily Convertible Preferred Stock issued as APM Securities that were issued, if any, prior deferred interest pursuant to the date the Company became Publicly Traded. (vi) The Company shall be excused from its obligations under the Alternative Payment Mechanism in respect of any Interest Payment Date if the Company provides written certification to the Trustee (copies of which the Company will promptly forward to each Holder of Notes) no more than 15 and no less than 10 Business Days in advance of that Interest Payment Date certifying that: (A) a Market Disruption Event was existing after the immediately preceding Interest Payment Date; and (B) either (x) the Market Disruption Event continued for the entire period from the Business Day immediately following the preceding Interest Payment Date to the Business Day immediately preceding the date on which that certification is provided or (y) the Market Disruption Event continued for only part of this period, but the Company was unable after using its Commercially Reasonable Efforts to raise sufficient Eligible Proceeds during the rest of that period to pay all accrued and unpaid InterestMechanism. (vii) The Company’s failure to pay Interest on the Notes in accordance with the Alternative Payment Mechanism as required by this Indenture shall constitute a default under clause (3) of the definition of Enforcement Event in Section 5.03, but shall constitute an Event of Default only in the circumstances specified under Section 5.01(1). The Company’s failure to raise Eligible Proceeds when required pursuant to Section 2.02(f) shall constitute a default under clause (4) of the definition of Enforcement Event, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02(4). (viii) If, due to a Market Disruption Event or otherwise, the Company was able to raise some, but not all, Eligible Proceeds necessary to pay all Deferred Interest (including Additional Interest thereon) on any Interest Payment Date, the Company shall apply any available Eligible Proceeds to pay Deferred Interest (including Additional Interest thereon) on the applicable Interest Payment Date in chronological order based on the date each payment was first deferred. If the Company has outstanding securities in addition to, and that rank pari passu with, the Notes under which the Company is obligated to sell APM Securities and obligated to apply such proceeds to the payment of deferred interest and distributions, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for payment of the deferred interest and distributions shall be applied to the Notes and those Parity Securities on a pro rata basis, subject to the Share Cap (if applicable), the Common Stock Maximum Obligation (if applicable) and the Preferred Stock Cap, in proportion to the total amounts that are due on the Notes and such Parity Securities.

Alternative Payment Mechanism. (i) Subject to a Market Disruption Event and the certain conditions described in this Section 2.02(f2.01(h)(ii) and the exception described in Sections 2.02(f)(vi) and (xSection 2.01(h)(iv) below, if the Company defers Interest interest on the Notes, it shall be required, commencing not later than (i) the Business Day immediately following the first Interest Payment Date during a Deferral Period on which it elects to pay current interest, or (ii) if earlier, the relevant APM Commencement DateBusiness Day following the fifth anniversary of the commencement of a Deferral Period, to use Commercially Reasonable Efforts to issue begin issuing Qualifying Securities to Persons that are not its APM Affiliates. The Company shall be required, with respect to any subsequent Interest Payment Date during a Deferral Period until the deferred interest has been paid in full, to use Commercially Reasonable Efforts to sell Qualifying Securities until the Company has raised an amount of Eligible Proceeds at least equal that is sufficient to the aggregate amount of pay all deferred interest (and Additional Interest thereon) accrued up to such Interest Payment Date. The Company shall not pay deferred interest (and unpaid Deferred Interest (including Additional Interest thereon) on the NotesNotes prior to the Final Maturity Date from any source other than Eligible Proceeds, unless otherwise required at the time by any applicable regulatory authority. This method of funding the payment of accrued and unpaid Deferred Interest interest is referred to as the “Alternative Payment Mechanism.” The ” (ii) Under the Alternative Payment Mechanism, the Company is required shall not issue Qualifying Warrants for the purposes of the Alternative Payment Mechanism prior to apply Eligible Proceeds raised the fifth anniversary of the commencement of any Deferral Period to the extent that the number of shares of Common Stock underlying any issuance of Qualifying Warrants applied to pay deferred interest on the Notes, together with the number of shares underlying all prior issuances of Qualifying Warrants during such Deferral Period so applied, would exceed 2% of the total number of issued and outstanding shares of Common Stock as of the date of the Company’s then most recent publicly available consolidated financial statements (the “Warrant Issuance Cap”). In addition, the Company shall not issue Perpetual Non-Cumulative Preferred Stock for the purposes of the Alternative Payment Mechanism to the extent that the net proceeds of any issuance of Perpetual Non-Cumulative Preferred Stock applied to pay deferred interest on the Notes, together with the net proceeds of all prior issuances of Perpetual Non-Cumulative Preferred Stock so applied, would exceed 25% of the aggregate principal amount of the Notes Outstanding as of November 15, 2006 (the “Preferred Stock Issuance Cap”). Once the Company reaches the Warrant Issuance Cap for any Deferral Period, it may not issue more Qualifying Warrants prior to the fifth anniversary of the commencement of such Deferral Period pursuant to the Alternative Payment Mechanism to pay Deferred Interest (and Additional Interest thereon) on the Notes. (ii) Except as provided in the last sentence of this paragraph, during the first five years of any Deferral Period, the Company shall not be required to issue a number of shares of its Common Stock or Warrants exercisable for a number of shares of its Common Stock in excess of 2% of the number of shares of the Company’s outstanding Common Stock as of the applicable APM Commencement Date (the “Common Stock Maximum Obligation”). Once the Company reaches the Common Stock Maximum Obligation for a Deferral Period, the Company will not be required to issue more shares of Common Stock or Warrants under the Alternative Payment Mechanism during the first five years of that Deferral Period (including Additional Interest thereon) even if the amount referred to in the preceding sentence subsequently increases because of there is a subsequent increase in the number of outstanding shares of such Common Stock. The Common Stock Maximum Obligation for that Deferral Period will Warrant Issuance Cap shall cease to apply after following the fifth anniversary of the commencement of any Deferral Period, at which point the Company must may only pay any Deferred Interest (including Additional Interest thereon)deferred interest, regardless of the time at which it was deferreddeferred (other than on the Final Maturity Date), using the Alternative Payment Mechanism, subject to the Preferred Stock Issuance Cap, the Share Cap and any Market Disruption Event. If the Common Stock Maximum Obligation for that Deferral Period Warrant Issuance Cap has been reached during a Deferral Period and the Company subsequently pays all Deferred Interest deferred payments (including and Additional Interest thereon), the Common Stock Maximum Obligation for that Deferral Period will Warrant Issuance Cap shall cease to apply at the termination of that Deferral Periodapply, and will not shall only apply again unless and until once the Company starts a new Deferral Period. The Common Preferred Stock Maximum Obligation Issuance Cap shall apply only if the Company is or becomes Publicly Traded during such five-year period; for the avoidance of doubt, if the Company is not Publicly Traded on the APM Commencement Date but becomes Publicly Traded during such five-year Deferral Period, the calculation of the number of shares of Common Stock or Warrants exercisable for a number of shares of Common Stock in excess of 2% of the number of shares of the Company’s outstanding Common Stock shall be based on (i) the number of shares outstanding on the date the Company becomes Publicly Traded rather than the APM Commencement Date and (ii) the number of shares of Common Stock and Warrants exercisable for Common Stock issued as APM Securities on or after the date the Company becomes Publicly Traded. The Company will not be permitted, pursuant to the Alternative Payment Mechanism for purposes of paying Deferred Interest on the Notes, to issue shares of Qualifying Non-Cumulative Perpetual Preferred Stock or Mandatorily Convertible Preferred Stock if the net proceeds from such issuance, together with the net proceeds of all prior issuances of Qualifying Non-Cumulative Perpetual Preferred Stock and unconverted and outstanding Mandatorily Convertible Preferred Stock by the Company so applied during the current and all prior Deferral Periods, would exceed 25% of the aggregate principal amount of the Notes issued under this Indenture (the “Preferred Stock Cap”). (iii) Notwithstanding clauses (i) and (ii) above, under the Alternative Payment Mechanism, so long as the definition Notes remain Outstanding and all proceeds of “APM Securities” has not been amended to eliminate Common Stock: (1) the sale issuances of Warrants Perpetual Non-Cumulative Preferred Stock used to pay Deferred Interest is an option that may be exercised at the Company’s sole discretion, subject to the Common Stock Maximum Obligation (if applicable), (2) the deferred interest hereunder shall count against such cap. The Company will not be obligated to sell Warrants or to apply the proceeds of any such sale to pay Deferred Interest on the Notes, and (3) no class of investors of the Company, or any other party, may require the Company to sell Warrants. (iv) If the Company sells Warrants to pay Deferred Interest pursuant to the Alternative Payment Mechanism, the Company will be required to use commercially reasonable efforts, subject to the Common Stock Maximum Obligation and the Share Cap (in each case, if applicable), to set the terms of the Warrants so as to raise sufficient proceeds from their issuance, together with the proceeds from any other APM Securities issued concurrently, to pay all Deferred Interest on the Notes in accordance with the Alternative Payment Mechanism. (v) Except as provided in the last sentence of this paragraph, the Company may shall not issue Common Stock, Qualifying Warrants or Mandatorily Convertible Preferred Stock pursuant to for the purposes of the Alternative Payment Mechanism to the extent that the total number of shares of Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued as APM Securitiesunderlying such Qualifying Warrants, together with all prior issuances of Common StockQualifying Warrants, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, would exceed 115 exceeds 50 million shares of the Common Stock (the “Share Cap”). If The Share Cap shall apply so long as the issued and Notes remain Outstanding, other than on the Final Maturity Date. The Company shall use commercially reasonable efforts to increase the Share Cap from time to time (without having to comply with Article 9 of the Indenture) to a number of shares of Common Stock that would allow it to satisfy its obligations with respect to the Alternative Payment Mechanism by delivering to the Trustee an Officers’ Certificate setting forth the increased Share Cap. The Share Cap shall be adjusted proportionately for any change in the number of outstanding shares of the Common Stock are changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other similar transaction, effective upon the Share Cap shall be correspondingly adjusted. The Share Cap will apply so long as the Notes remain Outstanding. If the Share Cap has been reached and it is not sufficient effective date of any such transaction. (iii) If, due to allow a Market Disruption Event or otherwise, the Company were able to raise some, but not all, Eligible Proceeds necessary to pay all Deferred deferred interest (including Additional Interest then accrued in fullthereon) on any Interest Payment Date, the Company shall use commercially reasonable efforts apply any available Eligible Proceeds to increase pay accrued and unpaid interest on the Share Cap (i) only applicable Interest Payment Date in chronological order. If the Company shall have outstanding securities in addition to, and that rank pari passu with, the Notes under which the Company is obligated to sell Qualifying Securities and apply the net proceeds to the extent that payment of deferred interest or Distributions and the Company can do so shall deliver to the Trustee an Officers’ Certificate to such effect, then on any date and simultaneously satisfy its future fixed or contingent obligations under for any period the amount of net proceeds received by the Company from those sales and available for payment of the deferred interest and Distributions shall be applied to the Notes and those other securities and derivative instruments that provide for settlement on a pro rata basis in accordance with their respective outstanding principal amounts, or payment in the Common Stock or (ii) if the Company cannot increase the Share Cap on such other basis as contemplated in clause (i), by requesting the Company’s Board of Directors to adopt a resolution for stockholder vote at the Company’s next occurring annual stockholders’ meeting to increase the number of the Company’s authorized Common Stock for purposes of satisfying the Company’s obligations to pay Deferred Interest. The Share Cap any applicable regulator shall apply only if the Company becomes Publicly Traded; for the avoidance of doubt, if the Company becomes Publicly Traded, the calculation of the number of shares of Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued as APM Securities, together with all prior issuances of Common Stock, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, shall commence as of the date the Company becomes Publicly Traded and shall not include shares of Common Stock issued or issuable upon exercise of Warrants or conversion of Mandatorily Convertible Preferred Stock issued as APM Securities that were issued, if any, prior to the date the Company became Publicly Tradedapprove. (viiv) The Company shall be excused from relieved of its obligations under the Alternative Payment Mechanism in respect of any Interest Payment Date if the Company provides written certification it delivers an Officers’ Certificate to the Trustee (copies of which the Company will Trustee shall promptly forward upon receipt to each Holder of the Notes) no more than 15 30 and no less than 10 Business Days 15 days in advance of that Interest Payment Date certifying that: (A) that a Market Disruption Event was existing after the immediately preceding Interest Payment Date; andand either: (B) either (x1) the Market Disruption Event continued for the entire period from the Business Day immediately following the preceding Interest Payment Date to the Business Day immediately preceding the date on which that such certification is provided or provided; or (y2) the Market Disruption Event continued for only part of this period, but the Company was unable after using its Commercially Reasonable Efforts to raise sufficient Eligible Proceeds during the rest of that period to pay all accrued and unpaid Interest. (vii) The Company’s failure interest. “Commercially Reasonable Efforts” to pay Interest on the Notes sell securities in accordance with the Alternative Payment Mechanism as required by this Indenture shall constitute a default under clause (3) means commercially reasonable efforts to complete the offer and sale of Qualifying Securities to third parties that are not Subsidiaries of the definition of Enforcement Event Company in Section 5.03, but shall constitute an Event of Default only in the circumstances specified under Section 5.01(1)public offerings or private placements. The Company’s failure Company shall not be relieved of its obligations under the Alternative Payment Mechanism if it determines not to raise Eligible Proceeds when required pursuant to Section 2.02(f) shall constitute a default under clause (4) pursue or complete the sale of the definition of Enforcement Event, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02(4). (viii) If, Qualifying Securities due to a Market Disruption Event pricing, dividend rate or otherwise, the Company was able to raise some, but not all, Eligible Proceeds necessary to pay all Deferred Interest (including Additional Interest thereon) on any Interest Payment Date, the Company shall apply any available Eligible Proceeds to pay Deferred Interest (including Additional Interest thereon) on the applicable Interest Payment Date in chronological order based on the date each payment was first deferred. If the Company has outstanding securities in addition to, and that rank pari passu with, the Notes under which the Company is obligated to sell APM Securities and obligated to apply such proceeds to the payment of deferred interest and distributions, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for payment of the deferred interest and distributions shall be applied to the Notes and those Parity Securities on a pro rata basis, subject to the Share Cap (if applicable), the Common Stock Maximum Obligation (if applicable) and the Preferred Stock Cap, in proportion to the total amounts that are due on the Notes and such Parity Securitiesdilution considerations.

Alternative Payment Mechanism. (i) Subject to a Market Disruption Event and the conditions described in this Section 2.02(f) and the exception described in Sections 2.02(f)(vi) and (x) below, if If the Company defers Interest interest on the NotesDebentures, it the Company shall be required, commencing not later than (i) the Business Day immediately following the first Interest Payment Date during an Optional Deferral Period on which it elects to pay current interest or (ii) if earlier, the relevant APM Commencement DateBusiness Day following the fifth anniversary of the commencement of an Optional Deferral Period, to use Commercially Reasonable Efforts its commercially reasonable efforts to issue begin selling to persons that are not Affiliates of the Company Qualifying Securities (the “Alternative Payment Mechanism”). (ii) The Company shall be required pursuant to the Alternative Payment Mechanism, with respect to any subsequent Interest Payment Date during an Optional Deferral Period until the Deferred Interest has been paid in full, to use its APM commercially reasonable efforts to sell Qualifying Securities until the Company it has raised an amount of Eligible Proceeds at least equal that, together with the net proceeds of any sales of Qualifying Securities within the 180 days preceding such Interest Payment Date, is sufficient to pay the aggregate amount of accrued and unpaid Deferred Interest (including Additional Compounded Interest) on such Interest thereonPayment Date, provided that, if, due to a Market Disruption Event or otherwise, the Company is able to raise some, but not all, of the Eligible Proceeds from the sale of Qualifying Securities necessary to pay all Deferred Interest (including Compounded Interest) on any Interest Payment Date, the Company shall apply any such available net proceeds on such Interest Payment Date to pay accrued and unpaid installments of interest in chronological order, beginning with the optionally Deferred Interest relating to the earliest Interest Payment Date with respect to which interest has been deferred. The Company shall not pay Deferred Interest (including Compounded Interest) on the NotesDebentures from any source other than the Eligible Proceeds from the sale of Qualifying Securities, except at the Final Maturity Date, at the tenth anniversary of the commencement of any Optional Deferral Period or upon the occurrence of an Event of Default. This method of funding the payment of accrued and unpaid Deferred Interest is referred The Company must use commercially reasonable efforts to increase its authorized Preferred Stock or Common Stock, as the “case may be, so that it has sufficient authorized Preferred Stock and Common Stock to fulfill its obligations in respect of the Alternative Payment Mechanism.” (iii) The Company is shall not be required to apply Eligible Proceeds raised during issue Common Stock or Qualifying Warrants prior to the fifth anniversary of the commencement of any Optional Deferral Period pursuant to the Alternative Payment Mechanism to the extent that the net proceeds of any issuance of Common Stock or Qualifying Warrants applied to pay Deferred Interest (such interest together with the net proceeds of all prior issuances of Common Stock and Additional Interest thereon) Qualifying Warrants during such Optional Deferral Period so applied, would exceed 2% of the product of the average of the Current Stock Market Prices of the Company’s Common Stock on 10 consecutive Trading Days ending on the Notessecond Trading Day immediately preceding the date of issuance of such securities multiplied by the total number of issued and outstanding shares of the Company’s Common Stock as of the date of the Company’s then most recent publicly available consolidated financial statements (the “2% Issuance Cap”). In addition, the Company may not issue Qualifying Preferred Stock if the net proceeds of any issuance of Qualifying Preferred Stock applied to pay interest, together with the net proceeds of all prior issuances of Qualifying Preferred Stock so applied, would exceed 25% of the aggregate Principal Amount of the Debentures (the “Preferred Stock Issuance Cap”). (iiiv) Except as provided in Once the last sentence of this paragraph, during Company reaches the first five years of 2% Issuance Cap for any Optional Deferral Period, the Company shall not be required to issue a number of shares of its more Common Stock or Qualifying Warrants exercisable for a number of shares of its Common Stock in excess of 2% prior to the fifth anniversary of the number commencement of shares of the Company’s outstanding Common Stock as of the applicable APM Commencement Date (the “Common Stock Maximum Obligation”). Once the Company reaches the Common Stock Maximum Obligation for a Deferral Period, the Company will not be required to issue more shares of Common Stock or Warrants under the Alternative Payment Mechanism during the first five years of that such Optional Deferral Period (including Additional Interest thereon) even if the amount referred to in the preceding sentence subsequently increases 2% Issuance Cap would have increased because of a subsequent increase in the Current Stock Market Price or in the number of outstanding shares of such the Company’s Common Stock. The Common Stock Maximum Obligation for that Deferral Period will 2% Issuance Cap shall cease to apply after following the fifth anniversary of the commencement of any Optional Deferral Period, at which point the Company must pay any Deferred Interest (including Additional Interest thereon)Interest, regardless of the time at which it was deferred, using the Alternative Payment Mechanism, subject to the Preferred Stock Issuance Cap, the Maximum Share Cap and any Market Disruption Event. If For the Common Stock Maximum Obligation for that Deferral Period avoidance of doubt, if the 2% Issuance Cap has been reached during a an Optional Deferral Period and the Company subsequently pays all Deferred Interest deferred payments (including Additional Compounded Interest thereon), the Common Stock Maximum Obligation for that Deferral Period will 2% Issuance Cap shall cease to apply at the termination of that Deferral Periodapply, and will not shall only apply again unless and until once the Company starts a new Optional Deferral Period. The Common Stock Maximum Obligation shall apply only if the Company is or becomes Publicly Traded during such five-year period; for the avoidance of doubt, if the Company is not Publicly Traded on the APM Commencement Date but becomes Publicly Traded during such five-year Deferral Period, the calculation of the number of shares of Common Stock or Warrants exercisable for a number of shares of Common Stock in excess of 2% of the number of shares of the Company’s outstanding Common Stock shall be based on (i) the number of shares outstanding on the date the Company becomes Publicly Traded rather than the APM Commencement Date and (ii) the number of shares of Common Stock and Warrants exercisable for Common Stock issued as APM Securities on or after the date the Company becomes Publicly Traded. The Company will not be permitted, pursuant to the Alternative Payment Mechanism for purposes of paying Deferred Interest on the Notes, to issue shares of Qualifying Non-Cumulative Perpetual Preferred Stock or Mandatorily Convertible Preferred Stock if Issuance Cap and the net proceeds from such issuance, together with the net proceeds of all prior issuances of Qualifying Non-Cumulative Perpetual Preferred Stock and unconverted and outstanding Mandatorily Convertible Preferred Stock by the Company so applied during the current and all prior Deferral Periods, would exceed 25% of the aggregate principal amount of the Notes issued under this Indenture (the “Preferred Stock Cap”). (iii) Notwithstanding clauses (i) and (ii) above, under the Alternative Payment Mechanism, Maximum Share Cap shall each apply so long as the definition of “APM Securities” has not been amended to eliminate Common Stock: (1) the sale of Warrants to pay Deferred Interest is an option that may be exercised at the Company’s sole discretion, subject to the Common Stock Maximum Obligation (if applicable), (2) the Company will not be obligated to sell Warrants or to apply the proceeds of any such sale to pay Deferred Interest on the Notes, and (3) no class of investors of the Company, or any other party, may require the Company to sell Warrants. (iv) If the Company sells Warrants to pay Deferred Interest pursuant to the Alternative Payment Mechanism, the Company will be required to use commercially reasonable efforts, subject to the Common Stock Maximum Obligation and the Share Cap (in each case, if applicable), to set the terms of the Warrants so as to raise sufficient proceeds from their issuance, together with the proceeds from any other APM Securities issued concurrently, to pay all Deferred Interest on the Notes in accordance with the Alternative Payment MechanismDebentures remain outstanding. (v) Except as provided in the last sentence of this paragraph, the The Company may shall not be required to issue Common Stock, Stock or Qualifying Warrants or Mandatorily Convertible Preferred Stock pursuant to the Alternative Payment Mechanism to the extent that the total number of shares of the Company’s Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued as APM Securitiesunderlying such Qualifying Warrants, together with all prior issuances of Common StockStock and Qualifying Warrants, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, would exceed 115 exceeds 10 million shares (subject, in the case of the Common Stock warrants, to customary anti-dilution adjustments) (the “Maximum Share Cap”). If The Company shall use its commercially reasonable efforts to increase the issued and Maximum Share Cap from time to time to a number of shares that would allow the Company to satisfy its obligations with respect to the Alternative Payment Mechanism. The Maximum Share Cap shall be adjusted proportionately for any change in the number of outstanding shares of the Company’s Common Stock are changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other similar transaction, effective upon the effective date of any such transaction. (vi) If, due to a Market Disruption Event, the 2% Issuance Cap, Preferred Stock Issuance Cap, Maximum Share Cap shall be correspondingly adjusted. The Share Cap will apply so long as the Notes remain Outstanding. If the Share Cap has been reached and it is not sufficient to allow or otherwise, the Company was able to raise some, but not all, Eligible Proceeds necessary to pay all Deferred Interest then accrued in full(including Compounded Interest thereon) on any Interest Payment Date, the Company shall apply any available Eligible Proceeds to pay accrued and unpaid installments of interest on the applicable Interest Payment Date in chronological order beginning with Deferred Interest relating to the earliest Interest Payment Date with respect to which interest has been deferred and each Holder shall be entitled to receive its pro rata share of any amounts received on the Debentures. If the Company has outstanding securities in addition to, and that rank, upon liquidation, pari passu with, the Debentures under which the Company is obligated to sell Qualifying Securities and apply the net proceeds to the payment of deferred interest or distributions, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for payment of the Deferred Interest and distributions shall be applied to the Debentures and such other securities on a pro rata basis in proportion to the total amounts that are due on the Debentures and such securities. (vii) The Company’s ability to issue Common Stock to satisfy its obligation to pay Deferred Interest will be subject to the same limitations as those limiting the Company’s ability to sell Qualifying Warrants, including the limitations on selling Qualifying Securities at a time when a Market Disruption Event exists or when the 2% Issuance Cap or the Maximum Share Cap is exceeded. (viii) The Company shall not be required to sell or use commercially reasonable efforts to increase the Share Cap (i) only to the extent that the Company can do so and simultaneously satisfy its future fixed or contingent obligations under other securities and derivative instruments that provide for settlement or payment sell Qualifying Securities in the Common Stock or (ii) if the Company cannot increase the Share Cap as contemplated in clause (i), by requesting the Company’s Board of Directors to adopt a resolution for stockholder vote at the Company’s next occurring annual stockholders’ meeting to increase the number of the Company’s authorized Common Stock for purposes of satisfying the Company’s obligations to pay Deferred Interest. The Share Cap shall apply only if the Company becomes Publicly Traded; for the avoidance of doubt, if the Company becomes Publicly Traded, the calculation of the number of shares of Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued as APM Securities, together accordance with all prior issuances of Common Stock, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, shall commence as of the date the Company becomes Publicly Traded and shall not include shares of Common Stock issued or issuable upon exercise of Warrants or conversion of Mandatorily Convertible Preferred Stock issued as APM Securities that were issued, if any, prior to the date the Company became Publicly Traded. (vi) The Company shall be excused from its obligations under the Alternative Payment Mechanism in respect of during any semi-annual period preceding any Interest Payment Date if to the Company extent it provides written certification to the Trustee (copies of which the Company will Trustee shall promptly forward upon receipt to each Holder of Notesrecord of Debentures) no more than 15 30 and no less than 10 Business Days 15 days in advance of that such Interest Payment Date certifying that: (A) a Market Disruption Event was existing after the immediately preceding Interest Payment Date; , and (B) either (xi) the Market Disruption Event continued for the entire period from the Business Day immediately following the preceding Interest Payment Date to the Business Day immediately preceding the date on which that certification is provided or (yii) the Market Disruption Event continued for only part of this such period, but the Company was unable after using its Commercially Reasonable Efforts commercially reasonable efforts to raise sufficient Eligible Proceeds during the rest of that such period to pay all accrued and unpaid interest. (ix) If the Company is involved in a business combination where immediately after its consummation more than 50% of the surviving entity’s voting stock is owned by the shareholders of the other party to the business combination, then the Alternative Payment Mechanism shall not apply to any Optional Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the business combination (or, if later, at any time within 90 days following the date of consummation of the business combination). (x) Neither the 2% Issuance Cap nor the Preferred Stock Cap shall relieve the Company of its obligation to issue the number of Qualifying Securities that the Company can issue without breach thereof and to apply the proceeds thereof in partial payment of Deferred Interest. (viixi) The Company’s failure to pay Interest on the Notes in accordance with the Alternative Payment Mechanism as required by this Indenture shall constitute a default under clause (3) of the definition of Enforcement Event in Section 5.03, but shall constitute If an Event of Default only in occurs and is continuing, (i) the circumstances specified under Section 5.01(1). The Company’s failure Company will not be required to raise Eligible Proceeds when required sell Qualifying Securities to make payments on Deferred Interest pursuant to Section 2.02(fthe Alternative Payment Mechanism, and (ii) shall constitute a default under clause (4) of the definition of Enforcement Event, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02(4). (viii) If, due to a Market Disruption Event or otherwise, the Company was able to raise some, but not all, Eligible Proceeds necessary to pay all may make payments on Deferred Interest (including Additional Interest thereon) on using cash from any Interest Payment Date, the Company shall apply any available Eligible Proceeds to pay Deferred Interest (including Additional Interest thereon) on the applicable Interest Payment Date in chronological order based on the date each payment was first deferred. If the Company has outstanding securities in addition to, and that rank pari passu with, the Notes under which the Company is obligated to sell APM Securities and obligated to apply such proceeds to the payment of deferred interest and distributions, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for payment of the deferred interest and distributions shall be applied to the Notes and those Parity Securities on a pro rata basis, subject to the Share Cap (if applicable), the Common Stock Maximum Obligation (if applicable) and the Preferred Stock Cap, in proportion to the total amounts that are due on the Notes and such Parity Securitiessource.

Alternative Payment Mechanism. (ia) Subject to a Market Disruption Event and the conditions described in this Section 2.02(f) and the exception described in Sections 2.02(f)(vi) and (x) below, if the Company defers Interest on the Notes, it shall be required, commencing on the relevant Immediately following any APM Commencement DateDate and until the termination of the related Deferral Period, the Corporation shall, unless after notice to use Commercially Reasonable Efforts the Federal Reserve and except to the extent that the Federal Reserve shall have disapproved, issue its Qualifying APM Securities until the Company Corporation has raised an amount of Eligible Proceeds at least equal to the aggregate and unpaid amount of accrued and unpaid Deferred Interest deferred interest on the Junior Subordinated Debentures (including Additional Interest thereon) and applied such Eligible Proceeds on the Notes. This method of funding next Interest Payment Date to the payment of accrued and unpaid Deferred Interest is referred to as the “Alternative Payment Mechanism.” The Company is required to apply Eligible Proceeds raised during any Deferral Period pursuant to the Alternative Payment Mechanism to pay Deferred Interest deferred interest (and including Additional Interest thereon) on the Notes.in accordance with Section 2.4(b); provided that: (iii) Except as provided in the last sentence of this paragraph, foregoing obligations shall not apply during the first five years 20 consecutive Interest Periods of any Deferral Period, the Company shall not be required to issue a number of shares of its Common Stock or Warrants exercisable for a number of shares of its Common Stock in excess of 2% of the number of shares of the Company’s outstanding Common Stock as of the applicable APM Commencement Date (the “Common Stock Maximum Obligation”). Once the Company reaches the Common Stock Maximum Obligation for a Deferral Period, the Company will not be required to issue more shares of Common Stock or Warrants under the Alternative Payment Mechanism during the first five years of that Deferral Period (including Additional Interest thereon) even ), to the extent the net proceeds of any issuance of Common Stock (or, if the Corporation has amended the definition of Qualifying APM Securities to eliminate Common Stock, Qualifying Warrants) applied during such Deferral Period to pay interest on the Junior Subordinated Debentures pursuant to this Section 2.6, together with the net proceeds of all prior issuances of Common Stock and Qualifying Warrants so applied, would exceed an amount referred equal to in 2% of the product of the average of the Current Stock Market Prices of the Common Stock on the 10 consecutive Trading Days ending on the second Trading Day immediately preceding sentence subsequently increases because the date of a subsequent increase in issuance multiplied by the total number of issued and outstanding shares of such Common Stock. The Common Stock Maximum Obligation for as of the date of the Corporation’s then most recent publicly available consolidated financial statements (the “Common Equity Issuance Cap”); provided that Deferral Period will the Common Equity Issuance Cap shall cease to apply after the fifth anniversary of the commencement of any Deferral Period, at which point the Company Corporation must pay any Deferred Interest (including Additional Interest thereon)deferred interest, to the extent not disapproved of by the Federal Reserve after notice, regardless of the time at which it was deferred, using the Alternative Payment Mechanism, subject to any Market Disruption Event. If , the Maximum Share Number and the Preferred Stock Issuance Cap; and provided, further, that if the Common Stock Maximum Obligation for that Deferral Period has been Equity Issuance Cap is reached during a Deferral Period and the Company Corporation subsequently pays repays all Deferred Interest (including Additional Interest thereon)deferred interest, the Common Stock Maximum Obligation for that Deferral Period will Equity Issuance Cap shall cease to apply at the termination of that such Deferral Period, Period and will shall not apply again unless and until the Company Corporation starts a new Deferral Period. The Common Stock Maximum Obligation shall apply only if the Company is or becomes Publicly Traded during such five-year period; for the avoidance of doubt, if the Company is not Publicly Traded on the APM Commencement Date but becomes Publicly Traded during such five-year Deferral Period, the calculation of the number of shares of Common Stock or Warrants exercisable for a number of shares of Common Stock in excess of 2% of the number of shares of the Company’s outstanding Common Stock shall be based on (i) the number of shares outstanding on the date the Company becomes Publicly Traded rather than the APM Commencement Date and ; (ii) the number of shares of Common Stock foregoing obligations shall not apply, and Warrants exercisable for Common Stock issued as APM Securities on or after the date the Company becomes Publicly Traded. The Company will Corporation shall not be permittedpermitted to issue Qualifying Preferred Stock or Mandatorily Convertible Preferred Stock, pursuant to the Alternative Payment Mechanism for purposes extent that the net proceeds of paying Deferred Interest on the Notes, to issue shares any issuance of Qualifying Non-Cumulative Perpetual Preferred Stock or Mandatorily Convertible Preferred Stock if applied to pay interest on the net proceeds from such issuanceJunior Subordinated Debentures pursuant to this Section 2.6, together with the net proceeds of all prior issuances of Qualifying Non-Cumulative Perpetual Preferred Stock and unconverted and still outstanding Mandatorily Convertible Preferred Stock by the Company so applied during the current and all prior Deferral Periods, would exceed 25% of the aggregate principal amount of the Notes Junior Subordinated Debentures issued under this the Indenture (the “Preferred Stock Issuance Cap”).; (iii) Notwithstanding clauses the foregoing obligations shall not apply in respect of any Interest Payment Date if the Corporation shall have provided to the Trustee (iand to the Property Trustee of the Trust to the extent it is the Holder of the Junior Subordinated Debentures) no more than 15 and no less than 10 Business Days prior to such Interest Payment Date an Officers’ Certificate stating that (A) a Market Disruption Event was existing after the immediately preceding Interest Payment Date and (iiB) above, under the Alternative Payment Mechanism, so long as the definition of “APM Securities” has not been amended to eliminate Common Stock: either (1) the sale Market Disruption Event continued for the entire period from the Business Day immediately following the preceding Interest Payment Date to the Business Day immediately preceding the date on which such Officers’ Certificate is provided or (2) the Market Disruption Event continued for only part of Warrants such period but the Corporation was unable to raise sufficient Eligible Proceeds during the rest of that period to pay Deferred all accrued and unpaid interest due on the Interest Payment Date with respect to which such Officers’ Certificate is an option being delivered; (iv) to the extent that may be exercised at the Company’s sole discretion, Corporation has raised some but not all Eligible Proceeds necessary to pay all deferred interest (including Additional Interest thereon) on any Interest Payment Date pursuant to this Section 2.6 and subject to the Common Stock Maximum Obligation (if applicable), (2) the Company will not be obligated to sell Warrants or to apply the proceeds of any such sale to pay Deferred Interest on the Notes, and (3) no class of investors of the Company, or any other party, may require the Company to sell Warrants. (iv) If the Company sells Warrants to pay Deferred Interest pursuant to the Alternative Payment Mechanism, the Company will be required to use commercially reasonable efforts, subject to the Common Stock Maximum Obligation Equity Issuance Cap and the Share Cap (in each casePreferred Stock Issuance Cap, if applicable), to set the terms of the Warrants so as to raise sufficient proceeds from their issuance, together with the proceeds from any other APM Securities issued concurrently, to pay all Deferred Interest on the Notes such Eligible Proceeds shall be applied in accordance with the Alternative Payment Mechanism.Section 2.4(b); (v) Except as provided in the last sentence Corporation is not obligated to sell shares of this paragraph, the Company may not issue Common Stock, Qualifying Warrants or Mandatorily Convertible Preferred Stock pursuant to the Alternative Payment Mechanism to the extent such that the total number Common Stock to be issued (or which would be issuable upon exercise or conversion thereof) shall be in an amount in excess of 40 million shares of Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued (such number, as APM Securitiesit may be adjusted from time to time, together with all prior issuances of Common Stock, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, would exceed 115 million shares of the Common Stock (the “Maximum Share CapNumber”). If ) for purposes of paying deferred interest on the Junior Subordinated Debentures; provided that if the issued and outstanding shares of the Common Stock are shall have been changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other similar transaction, then the Maximum Share Cap Number shall be correspondingly adjusted. The Share Cap will apply so long as the Notes remain Outstanding. If the Share Cap has been reached and it is not sufficient to allow the Company to pay all Deferred Interest then accrued in full, the Company shall use commercially reasonable efforts to increase the Share Cap (i) only to the extent that the Company can do so and simultaneously satisfy its future fixed or contingent obligations under other securities and derivative instruments that provide for settlement or payment in the Common Stock or (ii) if the Company cannot increase the Share Cap as contemplated in clause (i), by requesting the Company’s Board of Directors to adopt a resolution for stockholder vote at the Company’s next occurring annual stockholders’ meeting to increase the number of the Company’s authorized Common Stock for purposes of satisfying the Company’s obligations to pay Deferred Interest. The Share Cap shall apply only if the Company becomes Publicly Traded; for the avoidance of doubt, if the Company becomes Publicly Traded, the calculation of the number of shares of Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued as APM Securities, together with all prior issuances of Common Stock, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, shall commence as of the date the Company becomes Publicly Traded and shall not include shares of Common Stock issued or issuable upon exercise of Warrants or conversion of Mandatorily Convertible Preferred Stock issued as APM Securities that were issued, if any, prior to the date the Company became Publicly Traded. (vi) The Company shall be excused from its obligations under the Alternative Payment Mechanism in respect of any Interest Payment Date if the Company provides written certification to the Trustee (copies of which the Company will promptly forward to each Holder of Notes) no more than 15 and no less than 10 Business Days in advance of that Interest Payment Date certifying that: (A) a Market Disruption Event was existing after the immediately preceding Interest Payment Date; and (B) either (x) the Market Disruption Event continued for the entire period from the Business Day immediately following the preceding Interest Payment Date to the Business Day immediately preceding the date on which that certification is provided or (y) the Market Disruption Event continued for only part of this period, but the Company was unable after using its Commercially Reasonable Efforts to raise sufficient Eligible Proceeds during the rest of that period to pay all accrued and unpaid Interest. (vii) The Company’s failure to pay Interest on the Notes in accordance with the Alternative Payment Mechanism as required by this Indenture shall constitute a default under clause (3) of the definition of Enforcement Event in Section 5.03, but shall constitute an Event of Default only in the circumstances specified under Section 5.01(1). The Company’s failure to raise Eligible Proceeds when required pursuant to Section 2.02(f) shall constitute a default under clause (4) of the definition of Enforcement Event, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02(4). (viii) If, due to a Market Disruption Event or otherwise, the Company was able to raise some, but not all, Eligible Proceeds necessary to pay all Deferred Interest (including Additional Interest thereon) on any Interest Payment Date, the Company shall apply any available Eligible Proceeds to pay Deferred Interest (including Additional Interest thereon) on the applicable Interest Payment Date in chronological order based on the date each payment was first deferred. If the Company has outstanding securities in addition to, and that rank pari passu with, the Notes under which the Company is obligated to sell APM Securities and obligated to apply such proceeds to the payment of deferred interest and distributions, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for payment of the deferred interest and distributions shall be applied to the Notes and those Parity Securities on a pro rata basis, subject to the Share Cap (if applicable), the Common Stock Maximum Obligation (if applicable) and the Preferred Stock Cap, in proportion to the total amounts that are due on the Notes and such Parity Securities.correspondingly

Alternative Payment Mechanism. (ia) Subject to a Market Disruption Event and the conditions described in this Section 2.02(f) and the exception described in Sections 2.02(f)(vi) and (x) below, if If the Company defers Interest interest on the NotesDebentures, it the Company shall be required, commencing not later than (i) the Business Day immediately following the first Interest Payment Date during an Optional Deferral Period on which it elects to pay current interest or (ii) if earlier, the relevant APM Commencement DateBusiness Day following the fifth anniversary of the commencement of an Optional Deferral Period, to use its Commercially Reasonable Efforts to issue begin selling to persons that are not affiliates of the Company Qualifying Securities (the “Alternative Payment Mechanism”). (b) The Company shall be required pursuant to the Alternative Payment Mechanism, with respect to any subsequent Interest Payment Date during an Optional Deferral Period until the Deferred Interest has been paid in full, to use its APM Commercially Reasonable Efforts to sell Qualifying Securities until the Company it has raised an amount of Eligible Proceeds at least equal that, together with the net proceeds of any sales of Qualifying Securities within the 180 days preceding such Interest Payment Date, is sufficient to pay the aggregate amount of accrued and unpaid Deferred Interest (including Additional Compounded Interest) on such Interest thereonPayment Date, provided that, if, due to a Market Disruption Event or otherwise, the Company is able to raise some, but not all, of the Eligible Proceeds from the sale of Qualifying Securities necessary to pay all Deferred Interest (including Compounded Interest) on any Interest Payment Date, the Company shall apply any such available net proceeds on such Interest Payment Date to pay accrued and unpaid installments of interest in chronological order, beginning with the Deferred Interest relating to the earliest Interest Payment Date with respect to which interest has been deferred. The Company shall not pay Deferred Interest (including Compounded Interest) on the NotesDebentures from any source other than the Eligible Proceeds from the sale of Qualifying Securities, except at the Final Maturity Date, at the tenth anniversary of the commencement of any Deferral Period or upon the occurrence of an Event of Default. This method of funding the payment of accrued and unpaid Deferred Interest is referred The Company must use commercially reasonable efforts to increase its authorized Preferred Stock or Common Stock, as the “case may be, so that it has sufficient authorized Preferred Stock and Common Stock to fulfill its obligations in respect of the Alternative Payment Mechanism.” (c) The Company is shall not be required to apply Eligible Proceeds raised during issue Qualifying Warrants prior to the fifth anniversary of the commencement of any Optional Deferral Period pursuant to the Alternative Payment Mechanism to the extent that the net proceeds of any issuance of Qualifying Warrants applied to pay Deferred Interest (and Additional Interest thereon) such interest together with the net proceeds of all prior issuances of Qualifying Warrants during such Optional Deferral Period so applied, would exceed 2% of the product of the average of the Current Stock Market Prices of the Company’s Common Stock on 10 consecutive Trading Days ending on the Notessecond Trading Day immediately preceding the date of issuance of such securities multiplied by the total number of issued and outstanding shares of the Company’s Common Stock as of the date of the Company’s then most recent publicly available consolidated financial statements (the “2% Issuance Cap”). In addition, the Company may not issue Qualifying Preferred Stock if the net proceeds of any issuance of Qualifying Preferred Stock applied to pay interest, together with the net proceeds of all prior issuances of Qualifying Preferred Stock so applied, would exceed 25% of the aggregate principal amount of the Debentures (the “Preferred Stock Issuance Cap”). (iid) Except as provided in Once the last sentence of this paragraph, during Company reaches the first five years of 2% Issuance Cap for any Optional Deferral Period, the Company shall not be required to issue a number of shares of its Common Stock or more Qualifying Warrants exercisable for a number of shares of its Common Stock in excess of 2% prior to the fifth anniversary of the number commencement of shares of the Company’s outstanding Common Stock as of the applicable APM Commencement Date (the “Common Stock Maximum Obligation”). Once the Company reaches the Common Stock Maximum Obligation for a Deferral Period, the Company will not be required to issue more shares of Common Stock or Warrants under the Alternative Payment Mechanism during the first five years of that such Optional Deferral Period (including Additional Interest thereon) even if the amount referred to in the preceding sentence subsequently increases 2% Issuance Cap would have increased because of a subsequent increase in the Current Stock Market Price or in the number of outstanding shares of such the Company’s Common Stock. The Common Stock Maximum Obligation for that Deferral Period will 2% Issuance Cap shall cease to apply after following the fifth anniversary of the commencement of any Optional Deferral Period, at which point the Company must pay any Deferred Interest (including Additional Interest thereon)Interest, regardless of the time at which it was deferred, using the Alternative Payment Mechanism, subject to the Preferred Stock Issuance Cap, the Maximum Share Cap and any Market Disruption Event. If For the Common Stock Maximum Obligation for that Deferral Period avoidance of doubt, if the 2% Issuance Cap has been reached during a an Optional Deferral Period and the Company subsequently pays all Deferred Interest deferred payments (including Additional Compounded Interest thereon), the Common Stock Maximum Obligation for that Deferral Period will 2% Issuance Cap shall cease to apply at the termination of that Deferral Periodapply, and will not shall only apply again unless and until once the Company starts a new Optional Deferral Period. The Common Stock Maximum Obligation shall apply only if the Company is or becomes Publicly Traded during such five-year period; for the avoidance of doubt, if the Company is not Publicly Traded on the APM Commencement Date but becomes Publicly Traded during such five-year Deferral Period, the calculation of the number of shares of Common Stock or Warrants exercisable for a number of shares of Common Stock in excess of 2% of the number of shares of the Company’s outstanding Common Stock shall be based on (i) the number of shares outstanding on the date the Company becomes Publicly Traded rather than the APM Commencement Date and (ii) the number of shares of Common Stock and Warrants exercisable for Common Stock issued as APM Securities on or after the date the Company becomes Publicly Traded. The Company will not be permitted, pursuant to the Alternative Payment Mechanism for purposes of paying Deferred Interest on the Notes, to issue shares of Qualifying Non-Cumulative Perpetual Preferred Stock or Mandatorily Convertible Preferred Stock if Issuance Cap and the net proceeds from such issuance, together with the net proceeds of all prior issuances of Qualifying Non-Cumulative Perpetual Preferred Stock and unconverted and outstanding Mandatorily Convertible Preferred Stock by the Company so applied during the current and all prior Deferral Periods, would exceed 25% of the aggregate principal amount of the Notes issued under this Indenture (the “Preferred Stock Cap”). (iii) Notwithstanding clauses (i) and (ii) above, under the Alternative Payment Mechanism, Maximum Share Cap shall each apply so long as the definition of “APM Securities” has not been amended to eliminate Common Stock: (1) the sale of Warrants to pay Deferred Interest is an option that may be exercised at the Company’s sole discretion, subject to the Common Stock Maximum Obligation (if applicable), (2) the Company will not be obligated to sell Warrants or to apply the proceeds of any such sale to pay Deferred Interest on the Notes, and (3) no class of investors of the Company, or any other party, may require the Company to sell WarrantsDebentures remain outstanding. (ive) If the The Company sells Warrants to pay Deferred Interest pursuant to the Alternative Payment Mechanism, the Company will shall not be required to use commercially reasonable efforts, subject to the Common Stock Maximum Obligation and the Share Cap (in each case, if applicable), to set the terms of the issue Qualifying Warrants so as to raise sufficient proceeds from their issuance, together with the proceeds from any other APM Securities issued concurrently, to pay all Deferred Interest on the Notes in accordance with the Alternative Payment Mechanism. (v) Except as provided in the last sentence of this paragraph, the Company may not issue Common Stock, Warrants or Mandatorily Convertible Preferred Stock pursuant to the Alternative Payment Mechanism to the extent that the total number of shares of the Company’s Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued as APM Securitiesunderlying such Qualifying Warrants, together with all prior issuances of Common StockQualifying Warrants, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, would exceed 115 exceeds 10 million shares of the Common Stock (the “Maximum Share Cap”). If The Company shall use its commercially reasonable efforts to increase the issued and Maximum Share Cap from time to time to a number of shares that would allow the Company to satisfy its obligations with respect to the Alternative Payment Mechanism. The Maximum Share Cap shall be adjusted proportionately for any change in the number of outstanding shares of the Company’s Common Stock are changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other similar transaction, effective upon the effective date of any such transaction. (f) If, due to a Market Disruption Event, the 2% Issuance Cap, Preferred Stock Issuance Cap, Maximum Share Cap shall be correspondingly adjusted. The Share Cap will apply so long as the Notes remain Outstanding. If the Share Cap has been reached and it is not sufficient to allow or otherwise, the Company was able to raise some, but not all, Eligible Proceeds necessary to pay all Deferred Interest then accrued in full(including Compounded Interest thereon) on any Interest Payment Date, the Company shall use commercially reasonable efforts apply any available Eligible Proceeds to increase pay accrued and unpaid installments of interest on the Share Cap (i) only applicable Interest Payment Date in chronological order beginning with Deferred Interest relating to the extent that earliest Interest Payment Date with respect to which interest has been deferred and each Holder shall be entitled to receive its pro rata share of any amounts received on the Debentures. If the Company can do so has outstanding securities in addition to, and simultaneously satisfy its future fixed that rank, upon liquidation, pari passu with, the Debentures under which the Company is obligated to sell Qualifying Securities and apply the net proceeds to the payment of deferred interest or contingent obligations under distributions, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for payment of the Deferred Interest and distributions shall be applied to the Debentures and such other securities on a pro rata basis in proportion to the total amounts that are due on the Debentures and derivative instruments that provide for settlement or payment in such securities. (g) In the Common Stock or (ii) if event the Company cannot increase and the Share Cap as contemplated in clause (i)Trustee enter into a supplemental indenture pursuant to 2.24(a) above to amend the definition of Qualifying Securities to include Common Stock, by requesting the Company’s Board of Directors ability to adopt a resolution for stockholder vote at issue Common Stock to satisfy its obligation to pay Deferred Interest will be subject to the same limitations as those limiting the Company’s next occurring annual stockholders’ meeting ability to increase sell Qualifying Warrants, including the number of limitations on selling Qualifying Securities at a time when a Market Disruption Event exists or when the Company’s authorized Common Stock for purposes of satisfying 2% Issuance Cap or the Company’s obligations to pay Deferred Interest. The Maximum Share Cap shall apply only if the Company becomes Publicly Traded; for the avoidance of doubt, if the Company becomes Publicly Traded, the calculation of the number of shares of Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued as APM Securities, together with all prior issuances of Common Stock, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, shall commence as of the date the Company becomes Publicly Traded and shall not include shares of Common Stock issued or issuable upon exercise of Warrants or conversion of Mandatorily Convertible Preferred Stock issued as APM Securities that were issued, if any, prior to the date the Company became Publicly Tradedis exceeded. (vih) The Company shall not be excused from its obligations under required to sell Qualifying Securities in accordance with the Alternative Payment Mechanism in respect of during any semi-annual period preceding any Interest Payment Date if to the Company extent it provides written certification to the Trustee (copies of which the Company will Trustee shall promptly forward upon receipt to each Holder holder of Notesrecord of Debentures) no more than 15 30 and no less than 10 Business Days 15 days in advance of that such Interest Payment Date certifying that: (Ai) a Market Disruption Event was existing after the immediately preceding Interest Payment Date; , and (Bii) either (xa) the Market Disruption Event continued for the entire period from the Business Day immediately following the preceding Interest Payment Date to the Business Day immediately preceding the date on which that certification is provided or (yb) the Market Disruption Event continued for only part of this such period, but the Company was unable after using its Commercially Reasonable Efforts to raise sufficient Eligible Proceeds during the rest of that such period to pay all accrued and unpaid interest. (i) If the Company is involved in a business combination where immediately after its consummation more than 50% of the surviving entity’s voting stock is owned by the shareholders of the other party to the business combination, then the Alternative Payment Mechanism shall not apply to any Optional Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the business combination (or, if later, at any time within 90 days following the date of consummation of the business combination). (j) Neither the 2% Issuance Cap nor the Preferred Stock Cap shall relieve the Company of its obligation to issue the number of Qualifying Securities that the Company can issue without breach thereof and to apply the proceeds thereof in partial payment of Deferred Interest. (viik) The Company’s failure to pay Interest on the Notes in accordance with the Alternative Payment Mechanism as required by this Indenture shall constitute a default under clause (3) of the definition of Enforcement Event in Section 5.03, but shall constitute If an Event of Default only in occurs and is continuing, (i) the circumstances specified under Section 5.01(1). The Company’s failure Company will not be required to raise Eligible Proceeds when required sell Qualifying Securities to make payments on Deferred Interest pursuant to Section 2.02(fthe Alternative Payment Mechanism, and (ii) shall constitute a default under clause (4) of the definition of Enforcement Event, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02(4). (viii) If, due to a Market Disruption Event or otherwise, the Company was able to raise some, but not all, Eligible Proceeds necessary to pay all may make payments on Deferred Interest (including Additional Interest thereon) on using cash from any Interest Payment Date, the Company shall apply any available Eligible Proceeds to pay Deferred Interest (including Additional Interest thereon) on the applicable Interest Payment Date in chronological order based on the date each payment was first deferred. If the Company has outstanding securities in addition to, and that rank pari passu with, the Notes under which the Company is obligated to sell APM Securities and obligated to apply such proceeds to the payment of deferred interest and distributions, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for payment of the deferred interest and distributions shall be applied to the Notes and those Parity Securities on a pro rata basis, subject to the Share Cap (if applicable), the Common Stock Maximum Obligation (if applicable) and the Preferred Stock Cap, in proportion to the total amounts that are due on the Notes and such Parity Securitiessource.

Alternative Payment Mechanism. (ia) Subject to a Market Disruption Event and the conditions described in this Section 2.02(f) and the exception described in Sections 2.02(f)(vi) and (x) below, if the Company defers Interest on the Notes, it shall be required, commencing on the relevant Immediately following any APM Commencement DateDate and until the termination of the related Deferral Period, the Corporation shall, unless after notice to use Commercially Reasonable Efforts the Federal Reserve and except to the extent that the Federal Reserve shall have disapproved, issue its Qualifying APM Securities until the Company Corporation has raised an amount of Eligible Proceeds at least equal to the aggregate and unpaid amount of accrued and unpaid Deferred Interest deferred interest on the Junior Subordinated Debentures (including Additional Interest thereon) and applied such Eligible Proceeds on the Notes. This method of funding next Interest Payment Date to the payment of accrued and unpaid Deferred Interest is referred to as the “Alternative Payment Mechanism.” The Company is required to apply Eligible Proceeds raised during any Deferral Period pursuant to the Alternative Payment Mechanism to pay Deferred Interest deferred interest (and including Additional Interest thereon) on the Notes.in accordance with Section 2.4(b); provided that: (iii) Except as provided in the last sentence of this paragraph, foregoing obligations shall not apply during the first five years 20 consecutive Interest Periods of any Deferral Period, the Company shall not be required to issue a number of shares of its Common Stock or Warrants exercisable for a number of shares of its Common Stock in excess of 2% of the number of shares of the Company’s outstanding Common Stock as of the applicable APM Commencement Date (the “Common Stock Maximum Obligation”). Once the Company reaches the Common Stock Maximum Obligation for a Deferral Period, the Company will not be required to issue more shares of Common Stock or Warrants under the Alternative Payment Mechanism during the first five years of that Deferral Period (including Additional Interest thereon) even ), to the extent the net proceeds of any issuance of Common Stock (or, if the Corporation has amended the definition of Qualifying APM Securities to eliminate Common Stock, Qualifying Warrants) applied during such Deferral Period to pay interest on the Junior Subordinated Debentures pursuant to this Section 2.6, together with the net proceeds of all prior issuances of Common Stock and Qualifying Warrants so applied, would exceed an amount referred equal to in 2% of the product of the average of the Current Stock Market Prices of the Common Stock on the 10 consecutive Trading Days ending on the second Trading Day immediately preceding sentence subsequently increases because the date of a subsequent increase in issuance multiplied by the total number of issued and outstanding shares of such Common Stock. The Common Stock Maximum Obligation for as of the date of the Corporation’s then most recent publicly available consolidated financial statements (the “Common Equity Issuance Cap”); provided that Deferral Period will the Common Equity Issuance Cap shall cease to apply after the fifth anniversary of the commencement of any Deferral Period, at which point the Company Corporation must pay any Deferred Interest (including Additional Interest thereon)deferred interest, to the extent not disapproved of by the Federal Reserve after notice, regardless of the time at which it was deferred, using the Alternative Payment Mechanism, subject to any Market Disruption Event. If , the Maximum Share Number and the Preferred Stock Issuance Cap; and provided, further, that if the Common Stock Maximum Obligation for that Deferral Period has been Equity Issuance Cap is reached during a Deferral Period and the Company Corporation subsequently pays repays all Deferred Interest (including Additional Interest thereon)deferred interest, the Common Stock Maximum Obligation for that Deferral Period will Equity Issuance Cap shall cease to apply at the termination of that such Deferral Period, Period and will shall not apply again unless and until the Company Corporation starts a new Deferral Period. The Common Stock Maximum Obligation shall apply only if the Company is or becomes Publicly Traded during such five-year period; for the avoidance of doubt, if the Company is not Publicly Traded on the APM Commencement Date but becomes Publicly Traded during such five-year Deferral Period, the calculation of the number of shares of Common Stock or Warrants exercisable for a number of shares of Common Stock in excess of 2% of the number of shares of the Company’s outstanding Common Stock shall be based on (i) the number of shares outstanding on the date the Company becomes Publicly Traded rather than the APM Commencement Date and ; (ii) the number of shares of Common Stock foregoing obligations shall not apply, and Warrants exercisable for Common Stock issued as APM Securities on or after the date the Company becomes Publicly Traded. The Company will Corporation shall not be permittedpermitted to issue Qualifying Preferred Stock or Mandatorily Convertible Preferred Stock, pursuant to the Alternative Payment Mechanism for purposes extent that the net proceeds of paying Deferred Interest on the Notes, to issue shares any issuance of Qualifying Non-Cumulative Perpetual Preferred Stock or Mandatorily Convertible Preferred Stock if applied to pay interest on the net proceeds from such issuanceJunior Subordinated Debentures pursuant to this Section 2.6, together with the net proceeds of all prior issuances of Qualifying Non-Cumulative Perpetual Preferred Stock and unconverted and still outstanding Mandatorily Convertible Preferred Stock by the Company so applied during the current and all prior Deferral Periods, would exceed 25% of the aggregate principal amount of the Notes Junior Subordinated Debentures issued under this the Indenture (the “Preferred Stock Issuance Cap”).; (iii) Notwithstanding clauses the foregoing obligations shall not apply in respect of any Interest Payment Date if the Corporation shall have provided to the Trustee (iand to the Property Trustee of the Trust to the extent it is the Holder of the Junior Subordinated Debentures) no more than 15 and no less than 10 Business Days prior to such Interest Payment Date an Officers’ Certificate stating that (A) a Market Disruption Event was existing after the immediately preceding Interest Payment Date and (iiB) above, under the Alternative Payment Mechanism, so long as the definition of “APM Securities” has not been amended to eliminate Common Stock: either (1) the sale Market Disruption Event continued for the entire period from the Business Day immediately following the preceding Interest Payment Date to the Business Day immediately preceding the date on which such Officers’ Certificate is provided or (2) the Market Disruption Event continued for only part of Warrants such period but the Corporation was unable to raise sufficient Eligible Proceeds during the rest of that period to pay Deferred all accrued and unpaid interest due on the Interest Payment Date with respect to which such Officers’ Certificate is an option being delivered; (iv) to the extent that may be exercised at the Company’s sole discretion, Corporation has raised some but not all Eligible Proceeds necessary to pay all deferred interest (including Additional Interest thereon) on any Interest Payment Date pursuant to this Section 2.6 and subject to the Common Stock Maximum Obligation (if applicable), (2) the Company will not be obligated to sell Warrants or to apply the proceeds of any such sale to pay Deferred Interest on the Notes, and (3) no class of investors of the Company, or any other party, may require the Company to sell Warrants. (iv) If the Company sells Warrants to pay Deferred Interest pursuant to the Alternative Payment Mechanism, the Company will be required to use commercially reasonable efforts, subject to the Common Stock Maximum Obligation Equity Issuance Cap and the Share Cap (in each casePreferred Stock Issuance Cap, if applicable), to set the terms of the Warrants so as to raise sufficient proceeds from their issuance, together with the proceeds from any other APM Securities issued concurrently, to pay all Deferred Interest on the Notes such Eligible Proceeds shall be applied in accordance with the Alternative Payment Mechanism.Section 2.4(b); (v) Except as provided in the last sentence Corporation is not obligated to sell shares of this paragraph, the Company may not issue Common Stock, Qualifying Warrants or Mandatorily Convertible Preferred Stock pursuant to the Alternative Payment Mechanism to the extent such that the total number Common Stock to be issued (or which would be issuable upon exercise or conversion thereof) shall be in an amount in excess of 30 million shares of Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued (such number, as APM Securitiesit may be adjusted from time to time, together with all prior issuances of Common Stock, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, would exceed 115 million shares of the Common Stock (the “Maximum Share CapNumber”). If ) for purposes of paying deferred interest on the Junior Subordinated Debentures; provided that if the issued and outstanding shares of the Common Stock are shall have been changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other similar transaction, then the Maximum Share Cap Number shall be correspondingly adjusted. The ; and provided, further, that the Corporation may, at its sole discretion and without the consent of the Holders of the Junior Subordinated Debentures, increase the Maximum Share Cap will apply Number (including through the increase of the Corporation’s authorized share capital, if necessary) if the Corporation determines that such increase is necessary to allow it to issue sufficient shares of Common Stock to pay deferred interest on the Junior Subordinated Debentures; and (vi) so long as the Notes remain Outstanding. If definition of Qualifying APM Securities has not been amended to eliminate Common Stock, the Share Cap has been reached and it is not sufficient to allow the Company sale of Qualifying Warrants to pay all Deferred Interest then accrued deferred interest is an option that may be exercised at the Corporation’s sole discretion, and the Corporation shall not be obligated to sell Qualifying Warrants or to apply the proceeds of any such sale to pay deferred interest on the Junior Subordinated Debentures, and no class of investors in fullthe Corporation’s securities, or any other party, may require the Company shall use commercially reasonable efforts Corporation to increase the Share Cap issue Qualifying Warrants. (i) only to the extent that the Company can do so and simultaneously satisfy its future fixed or contingent obligations under other securities and derivative instruments that provide for settlement or payment in the Common Stock or (ii) if the Company cannot increase the Share Cap as contemplated in clause (i), by requesting the Company’s Board of Directors to adopt a resolution for stockholder vote at the Company’s next occurring annual stockholders’ meeting to increase the number of the Company’s authorized Common Stock for purposes of satisfying the Company’s obligations to pay Deferred Interest. The Share Cap shall apply only if the Company becomes Publicly Traded; for For the avoidance of doubt, once the Corporation reaches the Common Equity Issuance Cap for a Deferral Period, the Corporation shall not be required to issue more Common Stock (or, if the Company becomes Publicly TradedCorporation has amended the definition of Qualifying APM Securities to eliminate Common Stock, Qualifying Warrants) during the calculation first 20 consecutive Interest Periods of such Deferral Period (including Additional Interest thereon) pursuant to this Section 2.6(a) even if the amount referred to in this Section 2.6(a)(i) subsequently increases because of a subsequent increase in the Current Stock Market Price of the Common Stock or the number of outstanding shares of Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued as APM Securities, together with all prior issuances of Common Stock, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, shall commence as of the date the Company becomes Publicly Traded and . The Corporation shall not include shares of Common Stock issued or issuable upon exercise of Warrants or conversion of Mandatorily Convertible Preferred Stock issued as APM Securities that were issued, if any, prior to the date the Company became Publicly Traded. (vi) The Company shall be excused from its obligations under this Section 2.6(a) if it determines not to pursue or complete the Alternative Payment Mechanism in respect sale of any Interest Payment Date if the Company provides written certification to the Trustee (copies of which the Company will promptly forward to each Holder of Notes) no more than 15 and no less than 10 Business Days in advance of that Interest Payment Date certifying that: (A) a Market Disruption Event was existing after the immediately preceding Interest Payment Date; and (B) either (x) the Market Disruption Event continued for the entire period from the Business Day immediately following the preceding Interest Payment Date to the Business Day immediately preceding the date on which that certification is provided or (y) the Market Disruption Event continued for only part of this period, but the Company was unable after using its Commercially Reasonable Efforts to raise sufficient Eligible Proceeds during the rest of that period to pay all accrued and unpaid Interest. (vii) The Company’s failure to pay Interest on the Notes in accordance with the Alternative Payment Mechanism as required by this Indenture shall constitute a default under clause (3) of the definition of Enforcement Event in Section 5.03, but shall constitute an Event of Default only in the circumstances specified under Section 5.01(1). The Company’s failure to raise Eligible Proceeds when required pursuant to Section 2.02(f) shall constitute a default under clause (4) of the definition of Enforcement Event, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02(4). (viii) If, Qualifying APM Securities due to a Market Disruption Event pricing, dividend rate or otherwise, the Company was able to raise some, but not all, Eligible Proceeds necessary to pay all Deferred Interest (including Additional Interest thereon) on any Interest Payment Date, the Company shall apply any available Eligible Proceeds to pay Deferred Interest (including Additional Interest thereon) on the applicable Interest Payment Date in chronological order based on the date each payment was first deferred. If the Company has outstanding securities in addition to, and that rank pari passu with, the Notes under which the Company is obligated to sell APM Securities and obligated to apply such proceeds to the payment of deferred interest and distributions, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for payment of the deferred interest and distributions shall be applied to the Notes and those Parity Securities on a pro rata basis, subject to the Share Cap (if applicable), the Common Stock Maximum Obligation (if applicable) and the Preferred Stock Cap, in proportion to the total amounts that are due on the Notes and such Parity Securitiesdilution considerations.

Alternative Payment Mechanism. (i) Subject Immediately following any APM Commencement Date and until the termination of the related Deferral Period, the Company shall, unless after notice to the Federal Reserve and except to the extent that the Federal Reserve shall have disapproved, issue Qualifying Warrants or Preferred Stock that is subject to a Market Disruption Event and replacement capital covenant similar to the conditions described in this Section 2.02(f) and the exception described in Sections 2.02(f)(vi) and (x) below, if the Company defers Interest on the Notes, it shall be required, commencing on the relevant APM Commencement Date, to use Commercially Reasonable Efforts to issue its APM Securities Replacement Capital Covenant until the Company has raised an amount of Eligible Proceeds at least equal to the aggregate and unpaid amount of accrued and unpaid Deferred Interest deferred interest on the Subordinated Debentures (including Additional Interest thereon) and applied such Eligible Proceeds on the Notes. This method of funding next Interest Payment Date to the payment of accrued and unpaid Deferred Interest is referred to as the “Alternative Payment Mechanism.” The Company is required to apply Eligible Proceeds raised during any Deferral Period pursuant to the Alternative Payment Mechanism to pay Deferred Interest deferred interest (and including Additional Interest thereon) on the Notes.in accordance with Section 2.1(h); provided that: (ii1) Except as provided in the last sentence of this paragraph, during foregoing obligations shall not apply to the extent that (i) with respect to deferred interest attributable to the first five years of any Deferral Perioddeferral period, the Company shall not be required to issue a number of shares of its Common Stock or Warrants exercisable for a number of shares of its Common Stock in excess of 2% of the number of shares of the Company’s outstanding Common Stock as of the applicable APM Commencement Date (the “Common Stock Maximum Obligation”). Once the Company reaches the Common Stock Maximum Obligation for a Deferral Period, the Company will not be required to issue more shares of Common Stock or Warrants under the Alternative Payment Mechanism during the first five years of that Deferral Period (including Additional Interest thereon) even if the amount referred to in the preceding sentence subsequently increases because of a subsequent increase in the number of outstanding shares of such Common Stock. The Common Stock Maximum Obligation for that Deferral Period will cease to apply after the fifth anniversary of the commencement of any Deferral Period, at which point the Company must pay any Deferred Interest (including Additional Interest thereon), regardless of the time at which it was deferred, using the Alternative Payment Mechanism, subject to any Market Disruption Event. If the Common Stock Maximum Obligation for that Deferral Period has been reached during a Deferral Period and the Company subsequently pays all Deferred Interest (including Additional Interest thereon), the Common Stock Maximum Obligation for that Deferral Period will cease to apply at the termination of that Deferral Period, and will not apply again unless and until the Company starts a new Deferral Period. The Common Stock Maximum Obligation shall apply only if the Company is or becomes Publicly Traded during such five-year period; for the avoidance of doubt, if the Company is not Publicly Traded on the APM Commencement Date but becomes Publicly Traded during such five-year Deferral Period, the calculation of the number of shares of Common Stock or Warrants exercisable for a number of shares of Common Stock in excess of 2% of the number of shares of the Company’s outstanding Common Stock shall be based on (i) the number of shares outstanding on the date the Company becomes Publicly Traded rather than the APM Commencement Date and (ii) the number of shares of Common Stock and Warrants exercisable for Common Stock issued as APM Securities on or after the date the Company becomes Publicly Traded. The Company will not be permitted, pursuant to the Alternative Payment Mechanism for purposes of paying Deferred Interest on the Notes, to issue shares of Qualifying Non-Cumulative Perpetual Preferred Stock or Mandatorily Convertible Preferred Stock if the net proceeds from such issuanceof any issuance of Qualifying Warrants applied to pay interest on the Subordinated Debentures pursuant to this Section 2.1(j), together with the net proceeds of all prior issuances of Qualifying Non-Cumulative Perpetual Warrants applied to deferred interest attributable to the first five years of any Deferral Period (including Additional Interest thereon), would exceed an amount equal to 2% of the product of the average of the Current Stock Market Prices of the Common Stock on the 10 consecutive trading days ending on the [fourth] trading day immediately preceding the date of issuance multiplied by the total number of issued and outstanding shares of Common Stock as of the date of the Company’s most recent publicly available consolidated financial statements (the “Warrant Issuance Cap”) and (ii) the net proceeds of any issuance of Preferred Stock and unconverted and outstanding Mandatorily Convertible so applied to pay interest on the Subordinated Debentures pursuant to this Section 2.1(j), together with the net proceeds of all prior issuances of Preferred Stock by the Company so applied during the current and all prior Deferral Periodsapplied, would exceed 25% of the aggregate principal amount of the Notes Subordinated Debentures issued under this the Indenture (the “Preferred Stock Issuance Cap”). (iii) Notwithstanding clauses (i) and (ii) above, under the Alternative Payment Mechanism, so long as the definition of “APM Securities” has not been amended to eliminate Common Stock: (1) the sale of Warrants to pay Deferred Interest is an option that may be exercised at the Company’s sole discretion, subject to the Common Stock Maximum Obligation (if applicable), (2) the Company will not be obligated to sell Warrants or to apply the proceeds of any such sale to pay Deferred Interest on the Notes, and (3) no class of investors of the Company, or any other party, may require the Company to sell Warrants. (iv) If the Company sells Warrants to pay Deferred Interest pursuant to the Alternative Payment Mechanism, the Company will be required to use commercially reasonable efforts, subject to the Common Stock Maximum Obligation and the Share Cap (in each case, if applicable), to set the terms of the Warrants so as to raise sufficient proceeds from their issuance, together with the proceeds from any other APM Securities issued concurrently, to pay all Deferred Interest on the Notes in accordance with the Alternative Payment Mechanism. (v) Except as provided in the last sentence of this paragraph, the Company may not issue Common Stock, Warrants or Mandatorily Convertible Preferred Stock pursuant to the Alternative Payment Mechanism to the extent that the total number of shares of Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued as APM Securities, together with all prior issuances of Common Stock, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, would exceed 115 million shares of the Common Stock (the “Share Cap”). If the issued and outstanding shares of the Common Stock are changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other similar transaction, the Share Cap shall be correspondingly adjusted. The Share Cap will apply so long as the Notes remain Outstanding. If the Share Cap has been reached and it is not sufficient to allow the Company to pay all Deferred Interest then accrued in full, the Company shall use commercially reasonable efforts to increase the Share Cap (i) only to the extent that the Company can do so and simultaneously satisfy its future fixed or contingent foregoing obligations under other securities and derivative instruments that provide for settlement or payment in the Common Stock or (ii) if the Company cannot increase the Share Cap as contemplated in clause (i), by requesting the Company’s Board of Directors to adopt a resolution for stockholder vote at the Company’s next occurring annual stockholders’ meeting to increase the number of the Company’s authorized Common Stock for purposes of satisfying the Company’s obligations to pay Deferred Interest. The Share Cap shall apply only if the Company becomes Publicly Traded; for the avoidance of doubt, if the Company becomes Publicly Traded, the calculation of the number of shares of Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued as APM Securities, together with all prior issuances of Common Stock, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, shall commence as of the date the Company becomes Publicly Traded and shall not include shares of Common Stock issued or issuable upon exercise of Warrants or conversion of Mandatorily Convertible Preferred Stock issued as APM Securities that were issued, if any, prior to the date the Company became Publicly Traded. (vi) The Company shall be excused from its obligations under the Alternative Payment Mechanism apply in respect of any Interest Payment Date if the Company provides written certification shall have provided to the Trustee (copies and to the Property Trustee of which the Company will promptly forward Trust to each the extent it is the Holder of Notesthe Subordinated Debentures) no more than 15 and no less than 10 Business Days in advance of that prior to such Interest Payment Date certifying that: an Officers’ Certificate stating that (Ai) a Market Disruption Event was existing after the immediately preceding Interest Payment Date; and Date and (Bii) either (xA) the Market Disruption Event continued for the entire period from the Business Day immediately following the preceding Interest Payment Date to the Business Day immediately preceding the date on which that certification such Officers’ Certificate is provided or (yB) the Market Disruption Event continued for only part of this period, such period but the Company was unable after using its Commercially Reasonable Efforts commercially reasonable efforts to raise sufficient Eligible Proceeds during the rest of that period to pay all accrued and unpaid Interest. (vii) The Company’s failure to pay Interest interest due on the Notes in accordance Interest Payment Date with the Alternative Payment Mechanism as required by this Indenture shall constitute a default under clause respect to which such Officers’ Certificate is being delivered; and (3) of the definition of Enforcement Event in Section 5.03, but shall constitute an Event of Default only in the circumstances specified under Section 5.01(1). The Company’s failure to raise Eligible Proceeds when required pursuant to Section 2.02(f) shall constitute a default under clause (4) of the definition of Enforcement Event, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02(4). (viii) If, due to a Market Disruption Event or otherwise, extent that the Company was able to raise some, has raised some but not all, all Eligible Proceeds necessary to pay all Deferred deferred interest (including Additional Amounts thereon) on any Interest Payment Date pursuant to this Section 2.1(j) and subject to the Warrant Issuance Cap and the Preferred Stock Issuance Cap, such Eligible Proceeds shall be applied in accordance with Section 2.1(h). For the avoidance of doubt, once the Company reaches the Warrant Issuance Cap, the Company shall not be required to issue more Qualifying Warrants with respect to deferred interest attributable to the first five years of any Deferral Period (including Additional Interest thereon) on any Interest Payment Date, pursuant to Section 2.1(j) even if the amount referred to in clause (i) of this Section 2.1(j)(1) subsequently increases because of a subsequent increase in the sale price of Common Stock or the number of outstanding shares of Common Stock. The Company shall apply any available Eligible Proceeds not be excused from its obligations under this Section 2.1(j) if it determines not to pay Deferred Interest (including Additional Interest thereon) on pursue or complete the applicable Interest Payment Date in chronological order based on the date each payment was first deferred. If the Company has outstanding securities in addition to, and that rank pari passu with, the Notes under which the Company is obligated to sell APM Securities and obligated to apply such proceeds to the payment sale of deferred interest and distributions, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for payment of the deferred interest and distributions shall be applied to the Notes and those Parity Securities on a pro rata basis, subject to the Share Cap (if applicable), the Common Stock Maximum Obligation (if applicable) and the Qualifying Warrants or Preferred Stock Capdue to pricing, in proportion to the total amounts that are due on the Notes and such Parity Securitiesdividend rate or dilution considerations.

Alternative Payment Mechanism. (ia) Subject to a Market Disruption Event and the conditions described in this Section 2.02(f) and the exception described in Sections 2.02(f)(vi) and (x) below, if the Company defers Interest on the Notes, it shall be required, commencing on the relevant Immediately following any APM Commencement DateDate and until the termination of the related Deferral Period, the Corporation shall, unless after notice to use Commercially Reasonable Efforts the Federal Reserve and except to the extent that the Federal Reserve shall have disapproved, issue its Qualifying APM Securities until the Company Corporation has raised an amount of Eligible Proceeds at least equal to the aggregate and unpaid amount of accrued and unpaid Deferred Interest deferred interest on the Junior Subordinated Debentures (including Additional Interest thereon) and applied such Eligible Proceeds on the Notes. This method of funding next Interest Payment Date to the payment of accrued and unpaid Deferred Interest is referred to as the “Alternative Payment Mechanism.” The Company is required to apply Eligible Proceeds raised during any Deferral Period pursuant to the Alternative Payment Mechanism to pay Deferred Interest deferred interest (and including Additional Interest thereon) on the Notes.in accordance with Section 2.4(b); provided that: (iii) Except as provided in the last sentence of this paragraph, foregoing obligations shall not apply during the first five years 20 consecutive Interest Periods of any Deferral Period, the Company shall not be required to issue a number of shares of its Common Stock or Warrants exercisable for a number of shares of its Common Stock in excess of 2% of the number of shares of the Company’s outstanding Common Stock as of the applicable APM Commencement Date (the “Common Stock Maximum Obligation”). Once the Company reaches the Common Stock Maximum Obligation for a Deferral Period, the Company will not be required to issue more shares of Common Stock or Warrants under the Alternative Payment Mechanism during the first five years of that Deferral Period (including Additional Interest thereon) even ), to the extent the net proceeds of any issuance of Common Stock (or, if the Corporation has amended the definition of Qualifying APM Securities to eliminate Common Stock, Qualifying Warrants) applied during such Deferral Period to pay interest on the Junior Subordinated Debentures pursuant to this Section 2.6, together with the net proceeds of all prior issuances of Common Stock and Qualifying Warrants so applied, would exceed an amount referred equal to in 2% of the product of the average of the Current Stock Market Prices of the Common Stock on the 10 consecutive Trading Days ending on the second Trading Day immediately preceding sentence subsequently increases because the date of a subsequent increase in issuance multiplied by the total number of issued and outstanding shares of such Common Stock. The Common Stock Maximum Obligation for as of the date of the Corporation’s then most recent publicly available consolidated financial statements (the “Common Equity Issuance Cap”); provided that Deferral Period will the Common Equity Issuance Cap shall cease to apply after the fifth anniversary of the commencement of any Deferral Period, at which point the Company Corporation must pay any Deferred Interest (including Additional Interest thereon)deferred interest, to the extent not disapproved of by the Federal Reserve after notice, regardless of the time at which it was deferred, using the Alternative Payment Mechanism, subject to any Market Disruption Event. If , the Maximum Share Number and the Preferred Stock Issuance Cap; and provided, further, that if the Common Stock Maximum Obligation for that Deferral Period has been Equity Issuance Cap is reached during a Deferral Period and the Company Corporation subsequently pays repays all Deferred Interest (including Additional Interest thereon)deferred interest, the Common Stock Maximum Obligation for that Deferral Period will Equity Issuance Cap shall cease to apply at the termination of that such Deferral Period, Period and will shall not apply again unless and until the Company Corporation starts a new Deferral Period. The Common Stock Maximum Obligation shall apply only if the Company is or becomes Publicly Traded during such five-year period; for the avoidance of doubt, if the Company is not Publicly Traded on the APM Commencement Date but becomes Publicly Traded during such five-year Deferral Period, the calculation of the number of shares of Common Stock or Warrants exercisable for a number of shares of Common Stock in excess of 2% of the number of shares of the Company’s outstanding Common Stock shall be based on (i) the number of shares outstanding on the date the Company becomes Publicly Traded rather than the APM Commencement Date and ; (ii) the number of shares of Common Stock foregoing obligations shall not apply, and Warrants exercisable for Common Stock issued as APM Securities on or after the date the Company becomes Publicly Traded. The Company will Corporation shall not be permittedpermitted to issue Qualifying Preferred Stock or Mandatorily Convertible Preferred Stock, pursuant to the Alternative Payment Mechanism for purposes extent that the net proceeds of paying Deferred Interest on the Notes, to issue shares any issuance of Qualifying Non-Cumulative Perpetual Preferred Stock or Mandatorily Convertible Preferred Stock if applied to pay interest on the net proceeds from such issuanceJunior Subordinated Debentures pursuant to this Section 2.6, together with the net proceeds of all prior issuances of Qualifying Non-Cumulative Perpetual Preferred Stock and unconverted and still outstanding Mandatorily Convertible Preferred Stock by the Company so applied during the current and all prior Deferral Periods, would exceed 25% of the aggregate principal amount of the Notes Junior Subordinated Debentures issued under this the Indenture (the “Preferred Stock Issuance Cap”).; (iii) Notwithstanding clauses the foregoing obligations shall not apply in respect of any Interest Payment Date if the Corporation shall have provided to the Trustee (iand to the Property Trustee of the Trust to the extent it is the Holder of the Junior Subordinated Debentures) no more than 15 and no less than 10 Business Days prior to such Interest Payment Date an Officers’ Certificate stating that (A) a Market Disruption Event was existing after the immediately preceding Interest Payment Date and (iiB) above, under the Alternative Payment Mechanism, so long as the definition of “APM Securities” has not been amended to eliminate Common Stock: either (1) the sale Market Disruption Event continued for the entire period from the Business Day immediately following the preceding Interest Payment Date to the Business Day immediately preceding the date on which such Officers’ Certificate is provided or (2) the Market Disruption Event continued for only part of Warrants such period but the Corporation was unable to raise sufficient Eligible Proceeds during the rest of that period to pay Deferred all accrued and unpaid interest due on the Interest Payment Date with respect to which such Officers’ Certificate is an option being delivered; (iv) to the extent that may be exercised at the Company’s sole discretion, Corporation has raised some but not all Eligible Proceeds necessary to pay all deferred interest (including Additional Interest thereon) on any Interest Payment Date pursuant to this Section 2.6 and subject to the Common Stock Maximum Obligation (if applicable), (2) the Company will not be obligated to sell Warrants or to apply the proceeds of any such sale to pay Deferred Interest on the Notes, and (3) no class of investors of the Company, or any other party, may require the Company to sell Warrants. (iv) If the Company sells Warrants to pay Deferred Interest pursuant to the Alternative Payment Mechanism, the Company will be required to use commercially reasonable efforts, subject to the Common Stock Maximum Obligation Equity Issuance Cap and the Share Cap (in each casePreferred Stock Issuance Cap, if applicable), to set the terms of the Warrants so as to raise sufficient proceeds from their issuance, together with the proceeds from any other APM Securities issued concurrently, to pay all Deferred Interest on the Notes such Eligible Proceeds shall be applied in accordance with the Alternative Payment Mechanism.Section 2.4(b); (v) Except as provided in the last sentence Corporation is not obligated to sell shares of this paragraph, the Company may not issue Common Stock, Qualifying Warrants or Mandatorily Convertible Preferred Stock pursuant to the Alternative Payment Mechanism to the extent such that the total number Common Stock to be issued (or which would be issuable upon exercise or conversion thereof) shall be in an amount in excess of 18 million shares of Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued (such number, as APM Securitiesit may be adjusted from time to time, together with all prior issuances of Common Stock, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, would exceed 115 million shares of the Common Stock (the “Maximum Share CapNumber”). If ) for purposes of paying deferred interest on the Junior Subordinated Debentures; provided that if the issued and outstanding shares of the Common Stock are shall have been changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other similar transaction, then the Maximum Share Cap Number shall be correspondingly adjusted. The Share Cap will apply so long as the Notes remain Outstanding. If the Share Cap has been reached and it is not sufficient to allow the Company to pay all Deferred Interest then accrued in full, the Company shall use commercially reasonable efforts to increase the Share Cap (i) only to the extent that the Company can do so and simultaneously satisfy its future fixed or contingent obligations under other securities and derivative instruments that provide for settlement or payment in the Common Stock or (ii) if the Company cannot increase the Share Cap as contemplated in clause (i), by requesting the Company’s Board of Directors to adopt a resolution for stockholder vote at the Company’s next occurring annual stockholders’ meeting to increase the number of the Company’s authorized Common Stock for purposes of satisfying the Company’s obligations to pay Deferred Interest. The Share Cap shall apply only if the Company becomes Publicly Traded; for the avoidance of doubt, if the Company becomes Publicly Traded, the calculation of the number of shares of Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued as APM Securities, together with all prior issuances of Common Stock, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, shall commence as of the date the Company becomes Publicly Traded and shall not include shares of Common Stock issued or issuable upon exercise of Warrants or conversion of Mandatorily Convertible Preferred Stock issued as APM Securities that were issued, if any, prior to the date the Company became Publicly Traded. (vi) The Company shall be excused from its obligations under the Alternative Payment Mechanism in respect of any Interest Payment Date if the Company provides written certification to the Trustee (copies of which the Company will promptly forward to each Holder of Notes) no more than 15 and no less than 10 Business Days in advance of that Interest Payment Date certifying that: (A) a Market Disruption Event was existing after the immediately preceding Interest Payment Date; and (B) either (x) the Market Disruption Event continued for the entire period from the Business Day immediately following the preceding Interest Payment Date to the Business Day immediately preceding the date on which that certification is provided or (y) the Market Disruption Event continued for only part of this period, but the Company was unable after using its Commercially Reasonable Efforts to raise sufficient Eligible Proceeds during the rest of that period to pay all accrued and unpaid Interest. (vii) The Company’s failure to pay Interest on the Notes in accordance with the Alternative Payment Mechanism as required by this Indenture shall constitute a default under clause (3) of the definition of Enforcement Event in Section 5.03, but shall constitute an Event of Default only in the circumstances specified under Section 5.01(1). The Company’s failure to raise Eligible Proceeds when required pursuant to Section 2.02(f) shall constitute a default under clause (4) of the definition of Enforcement Event, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02(4). (viii) If, due to a Market Disruption Event or otherwise, the Company was able to raise some, but not all, Eligible Proceeds necessary to pay all Deferred Interest (including Additional Interest thereon) on any Interest Payment Date, the Company shall apply any available Eligible Proceeds to pay Deferred Interest (including Additional Interest thereon) on the applicable Interest Payment Date in chronological order based on the date each payment was first deferred. If the Company has outstanding securities in addition to, and that rank pari passu with, the Notes under which the Company is obligated to sell APM Securities and obligated to apply such proceeds to the payment of deferred interest and distributions, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for payment of the deferred interest and distributions shall be applied to the Notes and those Parity Securities on a pro rata basis, subject to the Share Cap (if applicable), the Common Stock Maximum Obligation (if applicable) and the Preferred Stock Cap, in proportion to the total amounts that are due on the Notes and such Parity Securities.correspondingly

Alternative Payment Mechanism. (ia) Subject The Company covenants and agrees with each Holder of the Junior Subordinated Debentures that if it defers payment of interest on any Interest Payment Date on or prior to a Market Disruption Event and the conditions described in this Section 2.02(f) and the exception described in Sections 2.02(f)(vi) and (x) below, if the Company defers Interest on the Notes, it shall be requiredStock Purchase Date, commencing on with the relevant APM Commencement Date, to use Commercially Reasonable Efforts to issue its APM Securities until date two years after the Company has raised an amount beginning of Eligible Proceeds at least equal to the aggregate amount of accrued and unpaid Deferred Interest (including Additional Interest thereon) on the Notes. This method of funding the payment of accrued and unpaid Deferred Interest is referred to as the “Alternative Payment Mechanism.” The Company is required to apply Eligible Proceeds raised during any Deferral Period pursuant to the Alternative Payment Mechanism to pay Deferred Interest (and Additional Interest thereon) on the Notes. (ii) Except as provided in the last sentence of this paragraph, during the first five years of any such Deferral Period, the Company shall not be required to issue a number of shares of its Common Stock or Warrants exercisable for a number of shares of its Common Stock in excess of 2% of the number of shares of the Company’s outstanding Common Stock as of the applicable APM Commencement Date (the “Common Stock Maximum Obligation”). Once the Company reaches the Common Stock Maximum Obligation for a Deferral Period, the Company will not be required to issue more shares of Common Stock or Warrants under the Alternative Payment Mechanism during the first five years of that Deferral Period (including Additional Interest thereon) even if the amount referred to in the preceding sentence subsequently increases because of a subsequent increase in the number of outstanding shares of such Common Stock. The Common Stock Maximum Obligation for that Deferral Period will cease to apply after the fifth anniversary of the commencement of any Deferral Period, at which point the Company must pay any Deferred Interest (including Additional Interest thereon), regardless of the time at which it was deferred, using the Alternative Payment Mechanism, subject to any Market Disruption Event. If the Common Stock Maximum Obligation for that Deferral Period has been reached during a Deferral Period and the Company subsequently pays all Deferred Interest (including Additional Interest thereon), the Common Stock Maximum Obligation for that Deferral Period will cease to apply at the termination of that Deferral Period, and will not apply again unless and until the Company starts a new Deferral Period. The Common Stock Maximum Obligation shall apply only if the Company is or becomes Publicly Traded during such five-year period; for the avoidance of doubt, if the Company is not Publicly Traded on the APM Commencement Date but becomes Publicly Traded during such five-year Deferral Period, the calculation of the number of shares of Common Stock or Warrants exercisable for a number of shares of Common Stock in excess of 2% of the number of shares of the Company’s outstanding Common Stock shall be based on (i) the number of shares outstanding on the date the Company becomes Publicly Traded rather than the APM Commencement Date and (ii) the number of shares of Common Stock and Warrants exercisable for Common Stock issued as APM Securities on or after the date the Company becomes Publicly Traded. The Company will not be permitted, pursuant to the Alternative Payment Mechanism for purposes of paying Deferred Interest on the Notes, to issue shares of Qualifying Non-Cumulative Perpetual Preferred Stock or Mandatorily Convertible Preferred Stock if the net proceeds from such issuance, together with the net proceeds of all prior issuances of Qualifying Non-Cumulative Perpetual Preferred Stock and unconverted and outstanding Mandatorily Convertible Preferred Stock by the Company so applied during the current and all prior Deferral Periods, would exceed 25% of the aggregate principal amount of the Notes issued under this Indenture (the “Preferred Stock Cap”). (iii) Notwithstanding clauses (i) and (ii) above, under the Alternative Payment Mechanism, so long as the definition of “APM Securities” has not been amended to eliminate Common Stock: (1) the sale of Warrants to pay Deferred Interest is an option that may be exercised at the Company’s sole discretionshall, subject to the Common Stock Maximum Obligation (if applicable), (2) the Company will not be obligated to sell Warrants or to apply the proceeds occurrence of any such sale to pay Deferred Interest on the Notes, and (3) no class of investors of the Company, or any other party, may require the Company to sell Warrants. (iv) If the Company sells Warrants to pay Deferred Interest pursuant to the Alternative Payment Mechanism, the Company will be required to use commercially reasonable efforts, subject to the Common Stock Maximum Obligation a Supervisory Event and the Share Cap (in each case, if applicable), to set the terms of the Warrants so as to raise sufficient proceeds from their issuance, together with the proceeds from any other APM Securities issued concurrently, to pay all Deferred Interest on the Notes in accordance with the Alternative Payment Mechanism. (v) Except as provided in the last sentence of this paragraph, the Company may not issue Common Stock, Warrants or Mandatorily Convertible Preferred Stock pursuant to the Alternative Payment Mechanism to the extent that the total number of shares of Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued as APM Securities, together with all prior issuances of Common Stock, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, would exceed 115 million shares of the Common Stock (the “Share Cap”). If the issued and outstanding shares of the Common Stock are changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other similar transaction, the Share Cap shall be correspondingly adjusted. The Share Cap will apply so long as the Notes remain Outstanding. If the Share Cap has been reached and it is not sufficient to allow the Company to pay all Deferred Interest then accrued in full, the Company shall use commercially reasonable efforts to increase the Share Cap (i) only except to the extent that the Company can do is required to pay deferred interest by the issuance of Additional Subordinated Notes, pay such deferred interest only out of Eligible Proceeds, that it shall notify the SEC if this covenant is applicable, and, subject to the approval of the SEC, that it shall continuously use its Commercially Reasonable Efforts to sell Qualifying APM Securities not later than the termination of such Deferral Period in an amount so that the net proceeds of such sale, when applied to such deferred payments of interest, will cause such unpaid deferred interest payments to be paid in full and simultaneously satisfy its future fixed or contingent obligations under other securities and derivative instruments (unless the SEC instructs otherwise) apply the proceeds of such sale to pay the deferred amounts (provided that provide for settlement or payment in the Common Stock or (ii) if the Company canshall not increase in any event be required to pay interest on the Share Cap as contemplated in clause (i), by requesting the Company’s Board of Directors to adopt a resolution for stockholder vote Junior Subordinated Debentures at the Company’s next occurring annual stockholders’ meeting time when the payment of such interest would violate the terms of any senior or pari passu securities issued by the Company or any Subsidiary); provided, however, that the foregoing covenant shall not apply with respect to increase any interest on the number Junior Subordinated Debentures that is deferred and unpaid as of the Companydate of a consummation of any business combination where, immediately following its consummation, over 50% of the surviving entity’s authorized Common Stock for purposes voting stock is owned by the shareholders of satisfying the Company’s obligations other party to pay Deferred Interestthe business combination. The Share Cap shall apply only surviving entity in such business combination may pay deferred interest with any available funds on such next interest payment date following the date of the consummation of the business combination (or, if later, at anytime within 90 days following the Company becomes Publicly Traded; for date of such consummation). For the avoidance of doubt, if the Company becomes Publicly Traded, the calculation of the number of shares of Common Stock issued or issuable upon exercise of Warrants or issuable upon conversion of Mandatorily Convertible Preferred Stock that has been issued as APM Securities, together with all prior issuances of Common Stock, Warrants or Mandatorily Convertible Preferred Stock as APM Securities, shall commence as of the date the Company becomes Publicly Traded and shall not include shares of Common Stock issued or issuable upon exercise of Warrants or conversion of Mandatorily Convertible Preferred Stock issued as APM Securities that were issued, if any, prior to the date the Company became Publicly Traded. (vi) The Company shall be excused from its obligations under the Alternative Payment Mechanism in respect of any Interest Payment Date if the Company provides written certification to the Trustee (copies of which the Company will promptly forward to each Holder of Notes) no more than 15 and no less than 10 Business Days in advance of that Interest Payment Date certifying that: (A) a Market Disruption Event was existing after the immediately preceding Interest Payment Date; and (B) either (x) the Market Disruption Event continued for the entire period from the Business Day immediately following the preceding Interest Payment Date to the Business Day immediately preceding the date on which that certification is provided or (y) the Market Disruption Event continued for only part of this period, but the Company was unable after using its Commercially Reasonable Efforts Company’s failure to raise sufficient Eligible Proceeds during or its use of other sources to fund such deferred interest payments upon the rest occurrence of that period to pay all accrued and unpaid Interest. (vii) The Company’s failure to pay Interest on the Notes in accordance with the Alternative Payment Mechanism as required a Supervisory Event, by this Indenture itself, shall constitute a default under clause (3) of the definition of Enforcement Event in Section 5.03, but shall not constitute an Event of Default only in under the circumstances specified under Indenture. In addition, if the Company sells Qualifying APM Securities pursuant to this Section 5.01(1). The 1.7 but a Supervisory Event arises from the SEC disapproving the use of the proceeds to pay deferred interest, the Company’s failure to raise Eligible Proceeds when required pursuant to Section 2.02(f) shall constitute a default under clause (4) use of the definition of Enforcement Eventproceeds for other purposes while continuing to defer interest, but by itself, shall in no event not constitute an Event of DefaultDefault under the Indenture. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise The Company may pay current interest with any remedies with respect to available funds at any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02(4)time. (viiib) If, due to a Market Disruption Event or otherwise, the Company was is able to raise some, but not all, Eligible Proceeds necessary to pay all Deferred Interest deferred interest (including Additional Interest compounded interest thereon) on any Interest Payment Date, Holders of the Junior Subordinated Debentures shall receive their pro rata share of the Eligible Proceeds. Notwithstanding Section 1.7(a), if the Company is required to conduct a sale of Qualifying APM Securities in order to pay amounts due and payable under any instruments or other securities that rank pari passu as to interest or distributions with the Junior Subordinated Debentures, then the Company shall apply such proceeds to deferred interest payments on the Junior Subordinated Debentures, on the one hand, and such other pari passu securities, on the other hand, on a ratable basis in proportion to the total amounts of interest that are due on the Junior Subordinated Debentures and such securities before the Company shall be relieved of its obligation to conduct the sale of Qualifying APM Securities and apply the proceeds thereof to such securities. (c) If the Company issues Additional Subordinated Notes in respect of deferred interest payments as set forth in Section 1.6(a) hereof or in respect of deferred contract payments pursuant to Section 6.7(c) of the Stock Purchase Contract Agreement, Section 1.7(a) will apply to the payment of interest on and principal of these Additional Subordinated Notes except that references to termination of the Deferral Period shall instead be to the maturity date of the Additional Subordinated Notes. (d) Notwithstanding anything to the contrary in the Indenture, if the Company has failed to comply with its obligations under this Indenture, including under this Section 1.7, then a Holder of Trust Preferred Securities may directly institute a proceeding against the Company for enforcement of such obligation. (e) The Company shall provide written notice to the Trustee once the Alternative payment Mechanism covenant under this Section 1.7 is applicable and certify that it will perform its obligations as required under this Section 1.7. The Company shall also provide written notification to the Trustee at least 5 Business Days prior to any available Interest Payment Date on which it makes payments of deferred interest pursuant to this Section 1.7 specifying the amount of Eligible Proceeds to be paid to the Trustee and applied to pay Deferred deferred interest (including Additional Interest therein), specifying the application of such Eligible Proceeds to deferred interest (including Additional Interest thereon) on the applicable remaining outstanding as of such Interest Payment Date in chronological order based Date. The Trustee shall be permitted to rely on such notices and certifications without requiring any additional due diligence or investigation into the date each payment was first deferred. If performance of the Company has outstanding securities in addition to, and that rank pari passu with, the Notes of its obligations under which the Company is obligated to sell APM Securities and obligated to apply such proceeds to the payment of deferred interest and distributions, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for payment of the deferred interest and distributions shall be applied to the Notes and those Parity Securities on a pro rata basis, subject to the Share Cap (if applicable), the Common Stock Maximum Obligation (if applicable) and the Preferred Stock Cap, in proportion to the total amounts that are due on the Notes and such Parity Securitiesthis Section 1.7.