Common use of Alternative Payment Mechanism Clause in Contracts

Alternative Payment Mechanism. (a) On the fifth anniversary of the beginning of an Optional Deferral Period (if on such date such Optional Deferral Period has not ended) or, if earlier, immediately following the first Interest Payment Date during an Optional Deferral Period on which the Company elects to pay current interest, the Company covenants to continuously use its Commercially Reasonable Efforts to issue Qualifying Securities and/or, at the Company’s option, its Qualifying Warrants until it has raised an amount of Eligible Proceeds at least equal to the aggregate amount of accrued and unpaid deferred interest on the ICONs that shall be accrued and unpaid as of the next Interest 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 Company is required to 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 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 the outstanding deferred interest on the ICONs has been paid through the first Interest Payment Date following the consummation of such Business Combination; (iv) on the Final 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) be permitted to issue Mandatorily Convertible Preferred Stock and Perpetual Non-cumulative Preferred Stock to the extent that the net proceeds of any 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 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 obligated under this Section to issue more Common Stock prior to the fifth anniversary of the commencement of 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 time the Company shall repay any deferred interest, regardless of the time at which it was deferred, using the Alternative Payment Mechanism, subject to any Market Disruption Event. In addition, if the Common Equity Issuance Cap is reached during an Optional Deferral Period and the Company subsequently repays all deferred interest, the Common Equity Issuance Cap shall cease to apply with respect to an Optional Deferral Period at the termination of such Optional Deferral Period and shall not apply again unless and until the Company starts a new Optional Deferral Period. (g) The Company covenants to apply all Eligible Proceeds raised pursuant to this Section to the payment of accrued and unpaid interest on the applicable Interest Payment Date until all accrued and unpaid interest shall have been paid in full. (h) Interest payments made pursuant to this Section shall be 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) Eligible Proceeds shall be applied to deferred interest on the ICONs and on other securities that rank equally with the ICONs that contain requirements to pay interest similar to the terms of the Alternative Payment Mechanism hereunder, on a pro rata basis towards the Company’s obligations to pay interest on the ICONs and such equally ranking securities in proportion to the aggregate amounts that are due on the ICONs and such 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. (ai) On Subject to a Market Disruption Event and the fifth anniversary of conditions described in this Section 2.02(f) and the beginning of an Optional Deferral Period exception described in Sections 2.02(f)(vi) and (if on such date such Optional Deferral Period has not endedx) orbelow, if earlier, immediately following the first Interest Payment Date during an Optional Deferral Period on which the Company elects defers Interest on the Notes, it shall be required, commencing on the relevant APM Commencement Date, to pay current interest, the Company covenants to continuously use its Commercially Reasonable Efforts to issue Qualifying its APM Securities and/or, at until the Company’s option, its Qualifying Warrants until it Company has raised an amount of Eligible Proceeds at least equal to the aggregate amount of accrued and unpaid deferred interest Deferred Interest (including Additional Interest thereon) on the ICONs that shall be Notes. This method of funding the payment of accrued and unpaid Deferred Interest is referred to as of the next Interest “Alternative 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 fullMechanism. (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 ” The Company is required to 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 apply Eligible Proceeds raised during any Deferral Period pursuant to the Alternative Payment Mechanism provided such Eligible Proceeds are sufficient to pay Deferred Interest (and Additional Interest thereon) on the then-outstanding amount of deferred interestNotes. (cii) Notwithstanding Except as provided in the foregoinglast sentence of this paragraph, during the first five years of any Deferral Period, the Company shall not be required to use Commercially Reasonable Efforts to issue Qualifying Securities a number of shares of its Common Stock or Qualifying Warrants to satisfy the Company’s obligation to pay accrued and unpaid deferred interest: (i) during the existence exercisable for a number of any Market Disruption Event (but shares of its Common Stock in no event beyond the tenth anniversary excess of 2% of the commencement number 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 the outstanding deferred interest on the ICONs has been paid through the first Interest Payment Date following the consummation of such Business Combination; (iv) on the Final 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 shares of the Company’s Qualifying Securities if outstanding Common Stock as of the applicable APM Commencement Date (the “Common Stock Maximum Obligation”). Once the Company determines to reaches the Common Stock Maximum Obligation for a Deferral Period, the Company will 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 more shares of Common Stock or Qualifying Warrants prior 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 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) be permitted to issue Mandatorily Convertible Preferred Stock and Perpetual Non-cumulative Preferred Stock to the extent that the net proceeds of any 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 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 obligated under this Section to issue more Common Stock prior to the fifth anniversary of the commencement of 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 time point the Company shall repay must pay any deferred interestDeferred 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. In addition, if If the Common Equity Issuance Cap is Stock Maximum Obligation for that Deferral Period has been reached during an Optional a Deferral Period and the Company subsequently repays pays all deferred interestDeferred Interest (including Additional Interest thereon), the Common Equity Issuance Cap shall Stock Maximum Obligation for that Deferral Period will cease to apply with respect to an Optional Deferral Period at the termination of such Optional that Deferral Period Period, and shall will not apply again unless and until 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 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”). (giii) 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 covenants 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 apply all 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 raised pursuant during the rest of that period to this Section to the payment of pay all accrued and unpaid interest 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 until all accrued and unpaid interest shall have been paid in full. (h) Interest payments made pursuant to this Section shall be applied in chronological order beginning with based on the earliest Interest Period for 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 (including Compounded Interest) has not been paid in full and distributions, then on any date and for which such any period the amount of net proceeds received by the Company from those sales and available for payment of the deferred interest must be paid pursuant to this Section. (i) Eligible Proceeds and distributions shall be applied to deferred interest on the ICONs Notes and on other securities that rank equally with the ICONs that contain requirements to pay interest similar to the terms of the Alternative Payment Mechanism hereunder, those Parity Securities on a pro rata basis towards basis, subject to the Company’s obligations to pay interest on Share Cap (if applicable), the ICONs Common Stock Maximum Obligation (if applicable) and such equally ranking securities the Preferred Stock Cap, in proportion to the aggregate total amounts that are due on the ICONs Notes and such 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 Parity Securities. (j) The Alternative Payment Mechanism shall not apply to the payment of current interest.

Alternative Payment Mechanism. (a) On Immediately following any APM Commencement Date and until the fifth anniversary termination of the beginning of an Optional related Deferral Period (if on such date such Optional Deferral Period has not ended) or, if earlier, immediately following the first Interest Payment Date during an Optional Deferral Period on which the Company elects to pay current interestPeriod, the Company covenants shall, after notice to continuously use its Commercially Reasonable Efforts the Federal Reserve and except to the extent that the Federal Reserve shall have disapproved, issue Qualifying APM Securities and/or, at until the Company’s option, its Qualifying Warrants until it Company has raised an amount of Eligible Proceeds at least equal to the aggregate and unpaid amount of accrued and unpaid deferred interest on the ICONs that shall be accrued CENts (including Additional Interest thereon) and unpaid as of applied such Eligible Proceeds on the next Interest Payment Date (other than interest accruing during to the final interest period payment of the ICONs, which can be paid from any source). Such obligation shall continue until all accrued and unpaid deferred interest has been paid (including Additional Interest thereon) in full.accordance with Section 2.1(h); provided that: (b1) 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 Company is required to 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 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 the outstanding deferred interest on the ICONs has been paid through the first Interest Payment Date following the consummation of such Business Combination; (iv) on the Final 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 a Deferral Period if the net proceeds of any issuance of Common Stock or Qualifying Warrants applied during that Deferral Period to pay interest on the extent that CENts pursuant to this Section 2.1(i), together with the number net proceeds of such shares all prior issuances of Common Stock and Qualifying Warrants so applied during that Deferral Period would exceed an amount equal to 2% of the shares underlying such Qualifying Warrants, as 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 their issuance, would exceed 2% of issuance 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 “Common Equity Issuance Cap”); (ii) be permitted to issue Mandatorily Convertible Preferred Stock and Perpetual Non-cumulative Preferred Stock to the extent ; provided that the net proceeds of any 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 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 obligated under this Section will cease to issue more Common Stock prior to apply after the fifth anniversary of the commencement of 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 any Deferral Period, at which time point the Company shall repay must pay any 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. In additionEvent and the Share Cap; and provided, further, that if the Common Equity Issuance Cap is reached during an Optional a Deferral Period and the Company subsequently repays pays all deferred interest, the Common Equity Issuance Cap shall will cease to apply with respect to an Optional Deferral Period at the termination of such Optional that Deferral Period and shall will not apply again unless and until the Company starts a new Optional Deferral Period. (g) . The Company covenants shall use commercially reasonable efforts, subject to apply the Common Equity Issuance Cap (as defined in clause (5) below, to set the terms of any Qualifying Warrants so as to raise sufficient proceeds from their issuance to pay all Eligible Proceeds raised 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 amount referred to in clause (1) of this Section 2.1(i) subsequently increases because of a subsequent increase in the payment Current Stock Market Price of accrued Common Stock or in the number of outstanding shares of Common Stock; (2) the Company shall not be permitted to issue Qualifying Preferred Stock and unpaid Mandatorily Convertible Preferred Stock if the net proceeds of any issuance of Qualifying Preferred Stock or Mandatorily Convertible Preferred Stock is applied to pay interest on the applicable CENts pursuant to the Alternative Payment Mechanism, together with the net proceeds of all prior issuances of Qualifying Preferred Stock and still-outstanding Mandatorily Convertible Preferred Stock so applied during the current and all prior Deferral Periods, would exceed 25% of the aggregate principal amount of the CENts issued under the Indenture (the “Preferred Stock Issuance Cap”); (3) the foregoing obligations shall not apply in respect of any Interest Payment Date until 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) either (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 shall have been paid in full.due on the Interest Payment Date with respect to which such Officers’ Certificate is being delivered; (h4) to the extent that the Company has raised some but not all Eligible Proceeds necessary to pay all deferred interest (including Additional Interest payments made thereon) on any Interest Payment Date pursuant to this Section shall be applied in chronological order beginning with 2.1(i) and subject to the earliest Interest Period for which interest (including Compounded Interest) has not been paid in full Common Equity Issuance Cap, the Preferred Stock Issuance Cap and for which the Share Cap, such interest must be paid pursuant to this Section. (i) Eligible Proceeds shall be applied in accordance with Section 2.1(h); and (5) so long as the CENts remain outstanding, the Company 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 for purposes of paying deferred interest on the ICONs CENts, exceeds 50 million shares of Common Stock (the “Share Cap”); 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 on (ii) if the issued and outstanding shares of 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 limitation shall apply so long as any CENts remain outstanding, but if the Share Cap has been reached and it is not sufficient to allow the Company to raise sufficient proceeds to pay deferred interest in full, the Company shall use commercially reasonable efforts to increase the Share Cap amount (i) only to the extent that it can do so and simultaneously satisfy its future fixed or contingent obligations under other securities and derivative instruments that rank equally with provide for settlement or payment in shares of its Common Stock or (ii) if the ICONs that contain requirements Company cannot increase the Share Cap as contemplated in the preceding clause, by requesting the Company’s board of directors to pay interest similar adopt a resolution for stockholder vote at the next occurring annual stockholders’ meeting to increase the terms number of the Alternative Payment Mechanism hereunder, on a pro rata basis towards shares of authorized Common Stock for purposes of satisfying the Company’s obligations to pay deferred interest on the ICONs and such equally ranking securities in proportion pursuant to the aggregate amounts that are due on the ICONs and such 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 interestMechanism.

Alternative Payment Mechanism. (ai) On If the fifth anniversary of Company defers interest on the beginning of an Optional Deferral Period Debentures, the Company shall be required, not later than (if on such date such Optional Deferral Period has not endedi) or, if earlier, the Business Day immediately following the first Interest Payment Date during an Optional Deferral Period on which the Company it elects to pay current interestinterest or (ii) if earlier, the Company covenants Business Day following the fifth anniversary of the commencement of an Optional Deferral Period, to continuously use its Commercially Reasonable Efforts commercially reasonable efforts to issue begin selling to persons that are not Affiliates of the Company Qualifying Securities and/or(the “Alternative Payment Mechanism”). (ii) The Company shall be required pursuant to the Alternative Payment Mechanism, at with respect to any subsequent Interest Payment Date during an Optional Deferral Period until the Company’s optionDeferred Interest has been paid in full, to use its commercially reasonable efforts to sell Qualifying Warrants Securities until 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 Deferred Interest (including Compounded Interest) on such Interest Payment Date, provided that, if, due to a Market Disruption Event or otherwise, the ICONs that shall be accrued and unpaid as Company is able to raise some, but not all, of the next Interest 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 necessary to pay all Deferred Interest (including Compounded Interest) on any Interest Payment Date as to which the Company is required to 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 the then-outstanding amount of deferred interest. (c) Notwithstanding the foregoingDate, the Company shall not be required to use Commercially Reasonable Efforts to issue Qualifying Securities or Qualifying Warrants to satisfy the Company’s obligation apply any such available net proceeds on such Interest Payment Date to pay accrued and unpaid deferred interest: 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 (iincluding Compounded Interest) during on the existence Debentures from any source other than the Eligible Proceeds from the sale of any Market Disruption Event (but in no event beyond Qualifying Securities, except at the Final Maturity Date, at the tenth anniversary of the commencement of any Optional Deferral Period)Period or upon the occurrence of an Event of Default. The Company must use commercially reasonable efforts to increase its authorized Preferred Stock or Common Stock, as the case may be, so long as that it has sufficient authorized Preferred Stock and Common Stock to fulfill its obligations in respect of 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 Alternative 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 the outstanding deferred interest on the ICONs has been paid through the first Interest Payment Date following the consummation of such Business Combination; (iv) on the Final Maturity Date; or (v) on the Acceleration DateMechanism. (diii) 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 any Optional Deferral Period pursuant to the Alternative Payment Mechanism to the extent that the number net proceeds of any issuance of Common Stock or Qualifying Warrants applied to pay such shares interest together with the net proceeds of all prior issuances of Common Stock and the shares underlying Qualifying Warrants during such Qualifying Warrants, as of the date of their issuanceOptional 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 second 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 “Common Equity 2% Issuance Cap”); (ii) be permitted to . In addition, the Company may not issue Mandatorily Convertible Qualifying Preferred Stock and Perpetual Non-cumulative Preferred Stock to the extent that if the net proceeds of any issuance of Mandatorily Convertible Qualifying Preferred Stock and/or Perpetual Non-cumulative Preferred Stock appliedapplied to pay interest, together with the net proceeds of all prior issuances of any still-outstanding Mandatorily Convertible Qualifying Preferred Stock and/or Perpetual Non-cumulative Preferred Stock applied during the current and all prior Optional Deferral Periods to pay interest on the ICONs pursuant to the Alternative Payment Mechanismso applied, would exceed 25% of the aggregate principal amount Principal Amount of the ICONs initially issued under this Indenture Debentures (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. (fiv) Upon attainment of Once the Common Equity Company reaches the 2% Issuance Cap for an any Optional Deferral Period, the Company shall not be obligated under this Section required to issue more Common Stock or Qualifying Warrants prior to the fifth anniversary of the commencement of an such Optional Deferral Period even if the 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 the Company’s Common Stock subsequently increases (although the Company may do so at its option)Stock. The Common Equity 2% Issuance Cap shall cease to apply with respect to an Optional Deferral Period following the fifth anniversary of the commencement of an any Optional Deferral Period, at which time point the Company shall repay must pay any deferred interestDeferred 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. In additionFor the avoidance of doubt, if the Common Equity 2% Issuance Cap is has been reached during an Optional Deferral Period and the Company subsequently repays pays all deferred interestpayments (including Compounded Interest thereon), the Common Equity 2% Issuance Cap shall cease to apply with respect to an Optional Deferral Period at the termination of such Optional Deferral Period apply, and shall not only apply again unless and until once the Company starts a new Optional Deferral Period. The Preferred Stock Issuance Cap and the Maximum Share Cap shall each apply so long as the Debentures remain outstanding. (gv) The Company covenants shall not be required to apply issue Common Stock or Qualifying Warrants pursuant to the Alternative Payment Mechanism to the extent that the total number of shares of the Company’s Common Stock issued or underlying such Qualifying Warrants, together with all prior issuances of Common Stock and Qualifying Warrants, exceeds 10 million shares (subject, in the case of warrants, to customary anti-dilution adjustments) (the “Maximum Share Cap”). The Company shall use its commercially reasonable efforts to increase the 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 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 or otherwise, the Company was able to raise some, but not all, Eligible Proceeds raised pursuant necessary to this Section pay all Deferred Interest (including Compounded Interest thereon) on any Interest Payment Date, the Company shall apply any available Eligible Proceeds to the payment of pay accrued and unpaid installments of interest on the applicable Interest Payment Date until all accrued and unpaid interest shall have been paid in full. (h) Interest payments made pursuant to this Section shall be applied in chronological order beginning with Deferred Interest relating to the earliest Interest Period for Payment Date with respect to which interest (including Compounded Interest) has not been paid 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 full 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 which such interest must be paid pursuant to this Section. (i) Eligible Proceeds 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 deferred interest on the ICONs Debentures and on such other securities that rank equally with the ICONs that contain requirements to pay interest similar to the terms of the Alternative Payment Mechanism hereunder, on a pro rata basis towards the Company’s obligations to pay interest on the ICONs and such equally ranking securities in proportion to the aggregate total amounts that are due on the ICONs 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, or including the limitations on such other basis as any Applicable Regulatory Authority may instruct (taking into account the availability of proceeds of securities other than the selling Qualifying Securities described herein 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 settle deferred interest under sell or use commercially reasonable efforts to sell Qualifying Securities in accordance with the Alternative Payment Mechanism during any such other securities). Notwithstanding the foregoing, a partial payment shall be applied only to pay current interest semi-annual period preceding any Interest Payment Date to the extent that it provides written certification to the source Trustee (which the Trustee shall promptly forward upon receipt to each Holder of record of Debentures) no more than 30 and no less than 15 days in advance of such partial payment is other than proceeds Interest Payment Date certifying that: (A) a Market Disruption Event was existing after the immediately preceding Interest Payment Date, and (B) either (i) the Market Disruption Event continued for the entire period from the sale of Qualifying Securities, and to optionally deferred interest payments, Business Day immediately following the preceding Interest Payment Date to the extent Business Day immediately preceding the date on which that certification is provided or (ii) the source Market Disruption Event continued for only part of such partial payment is period, but the sale Company was unable after commercially reasonable efforts to raise sufficient Eligible Proceeds during the rest of Qualifying Securitiessuch period to pay all accrued and unpaid interest. (jix) The 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 current interestDeferred Interest. (xi) If an Event of Default occurs and is continuing, (i) the Company will not be required to sell Qualifying Securities to make payments on Deferred Interest pursuant to the Alternative Payment Mechanism, and (ii) the Company may make payments on Deferred Interest using cash from any source.

Alternative Payment Mechanism. (a) On If the fifth anniversary of Company defers interest on the beginning of an Optional Deferral Period Debentures, the Company shall be required, not later than (if on such date such Optional Deferral Period has not endedi) or, if earlier, the Business Day immediately following the first Interest Payment Date during an Optional Deferral Period on which the Company it elects to pay current interestinterest or (ii) if earlier, the Company covenants Business Day following the fifth anniversary of the commencement of an Optional Deferral Period, to continuously use its Commercially Reasonable Efforts to issue begin selling to persons that are not affiliates of the Company Qualifying Securities and/or(the “Alternative Payment Mechanism”). (b) The Company shall be required pursuant to the Alternative Payment Mechanism, at with respect to any subsequent Interest Payment Date during an Optional Deferral Period until the Company’s optionDeferred Interest has been paid in full, to use its Commercially Reasonable Efforts to sell Qualifying Warrants Securities until 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 Deferred Interest (including Compounded Interest) on such Interest Payment Date, provided that, if, due to a Market Disruption Event or otherwise, the ICONs that shall be accrued and unpaid as Company is able to raise some, but not all, of the next Interest 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 necessary to pay all Deferred Interest (including Compounded Interest) on any Interest Payment Date as to which the Company is required to 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 the then-outstanding amount of deferred interest. (c) Notwithstanding the foregoingDate, the Company shall not be required to use Commercially Reasonable Efforts to issue Qualifying Securities or Qualifying Warrants to satisfy the Company’s obligation apply any such available net proceeds on such Interest Payment Date to pay accrued and unpaid deferred interest: 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 (iincluding Compounded Interest) during on the existence Debentures from any source other than the Eligible Proceeds from the sale of any Market Disruption Event (but in no event beyond Qualifying Securities, except at the Final Maturity Date, at the tenth anniversary of the commencement of any Optional Deferral Period)Period or upon the occurrence of an Event of Default. The Company must use commercially reasonable efforts to increase its authorized Preferred Stock or Common Stock, as the case may be, so long as that it has sufficient authorized Preferred Stock and Common Stock to fulfill its obligations in respect of 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 Alternative 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 the outstanding deferred interest on the ICONs has been paid through the first Interest Payment Date following the consummation of such Business Combination; (iv) on the Final Maturity Date; or (v) on the Acceleration DateMechanism. (dc) 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 any Optional Deferral Period pursuant to the Alternative Payment Mechanism to the extent that the number net proceeds of any issuance of Qualifying Warrants applied to pay such shares interest together with the net proceeds of Common Stock and the shares underlying all prior issuances of Qualifying Warrants during such Qualifying Warrants, as of the date of their issuanceOptional 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 second 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 “Common Equity 2% Issuance Cap”); (ii) be permitted to . In addition, the Company may not issue Mandatorily Convertible Qualifying Preferred Stock and Perpetual Non-cumulative Preferred Stock to the extent that if the net proceeds of any issuance of Mandatorily Convertible Qualifying Preferred Stock and/or Perpetual Non-cumulative Preferred Stock appliedapplied to pay interest, together with the net proceeds of all prior issuances of any still-outstanding Mandatorily Convertible Qualifying Preferred Stock and/or Perpetual Non-cumulative Preferred Stock applied during the current and all prior Optional Deferral Periods to pay interest on the ICONs pursuant to the Alternative Payment Mechanismso applied, would exceed 25% of the aggregate principal amount of the ICONs initially issued under this Indenture Debentures (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. (fd) Upon attainment of Once the Common Equity Company reaches the 2% Issuance Cap for an any Optional Deferral Period, the Company shall not be obligated under this Section required to issue more Common Stock Qualifying Warrants prior to the fifth anniversary of the commencement of an such Optional Deferral Period even if the 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 the Company’s Common Stock subsequently increases (although the Company may do so at its option)Stock. The Common Equity 2% Issuance Cap shall cease to apply with respect to an Optional Deferral Period following the fifth anniversary of the commencement of an any Optional Deferral Period, at which time point the Company shall repay must pay any deferred interestDeferred 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. In additionFor the avoidance of doubt, if the Common Equity 2% Issuance Cap is has been reached during an Optional Deferral Period and the Company subsequently repays pays all deferred interestpayments (including Compounded Interest thereon), the Common Equity 2% Issuance Cap shall cease to apply with respect to an Optional Deferral Period at the termination of such Optional Deferral Period apply, and shall not only apply again unless and until once the Company starts a new Optional Deferral Period. The Preferred Stock Issuance Cap and the Maximum Share Cap shall each apply so long as the Debentures remain outstanding. (ge) The Company covenants shall not be required to apply issue Qualifying Warrants pursuant to the Alternative Payment Mechanism to the extent that the total number of shares of the Company’s Common Stock underlying such Qualifying Warrants, together with all prior issuances of Qualifying Warrants, exceeds 10 million shares (the “Maximum Share Cap”). The Company shall use its commercially reasonable efforts to increase the 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 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 or otherwise, the Company was able to raise some, but not all, Eligible Proceeds raised pursuant necessary to this Section pay all Deferred Interest (including Compounded Interest thereon) on any Interest Payment Date, the Company shall apply any available Eligible Proceeds to the payment of pay accrued and unpaid installments of interest on the applicable Interest Payment Date until all accrued and unpaid interest shall have been paid in full. (h) Interest payments made pursuant to this Section shall be applied in chronological order beginning with Deferred Interest relating to the earliest Interest Period for Payment Date with respect to which interest (including Compounded Interest) has not been paid 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 full 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 which such interest must be paid pursuant to this Section. (i) Eligible Proceeds 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 deferred interest on the ICONs Debentures and on such other securities that rank equally with the ICONs that contain requirements to pay interest similar to the terms of the Alternative Payment Mechanism hereunder, on a pro rata basis towards the Company’s obligations to pay interest on the ICONs and such equally ranking securities in proportion to the aggregate total amounts that are due on the ICONs Debentures and such securities, or on such other basis as any Applicable Regulatory Authority may instruct . (taking g) In the event the Company and the Trustee enter into account a supplemental indenture pursuant to 2.24(a) above to amend the availability definition of proceeds of securities other than the Qualifying Securities described herein to settle deferred interest under any such other securities). Notwithstanding include Common Stock, the foregoing, a partial payment shall be applied only Company’s ability to issue Common Stock to satisfy its obligation to pay current interest 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. (h) The Company shall not be required to sell Qualifying Securities in accordance with the Alternative Payment Mechanism during any semi-annual period preceding any Interest Payment Date to the extent that it provides written certification to the source Trustee (which the Trustee shall promptly forward upon receipt to each holder of record of Debentures) no more than 30 and no less than 15 days in advance of such partial payment is other than proceeds Interest Payment Date certifying that: (i) a Market Disruption Event was existing after the immediately preceding Interest Payment Date, and (ii) either (a) the Market Disruption Event continued for the entire period from the sale of Qualifying Securities, and to optionally deferred interest payments, Business Day immediately following the preceding Interest Payment Date to the extent Business Day immediately preceding the date on which that certification is provided or (b) the source Market Disruption Event continued for only part of such partial payment is period, but the sale Company was unable after Commercially Reasonable Efforts to raise sufficient Eligible Proceeds during the rest of Qualifying Securitiessuch period to pay all accrued and unpaid interest. (ji) The 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 current interestDeferred Interest. (k) If an Event of Default occurs and is continuing, (i) the Company will not be required to sell Qualifying Securities to make payments on Deferred Interest pursuant to the Alternative Payment Mechanism, and (ii) the Company may make payments on Deferred Interest using cash from any source.

Alternative Payment Mechanism. (ai) On Subject to certain conditions described in Section 2.01(h)(ii) and the fifth anniversary of the beginning of an Optional Deferral Period (if on such date such Optional Deferral Period has not endedexception described in Section 2.01(h)(iv) orbelow, if earlierthe Company defers interest on the Notes, it shall be required, not later than (i) the Business Day immediately following the first Interest Payment Date during an Optional a Deferral Period on which the Company it elects to pay current interest, or (ii) if earlier, the Company covenants Business Day following the fifth anniversary of the commencement of a Deferral Period, to continuously use its Commercially Reasonable Efforts to issue begin issuing Qualifying Securities and/orto Persons that are not its Affiliates. The Company shall be required, at with respect to any subsequent Interest Payment Date during a Deferral Period until the Company’s optiondeferred interest has been paid in full, its to use Commercially Reasonable Efforts to sell Qualifying Warrants Securities until it the Company has raised an amount of Eligible Proceeds at least equal that is sufficient to pay all deferred interest (and Additional Interest thereon) accrued up to such Interest Payment Date. The Company shall not pay deferred interest (and Additional Interest thereon) on the Notes prior to the aggregate amount 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 on is referred to as the ICONs that shall be accrued and unpaid as of the next Interest “Alternative 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 fullMechanism.” (bii) 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 Company is required to use Under the Alternative Payment Mechanism, and (ii) designated by the Company at or before shall not issue Qualifying Warrants for the time purposes 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 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 the outstanding deferred interest on the ICONs has been paid through the first Interest Payment Date following the consummation of such Business Combination; (iv) on the Final 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 any Deferral Period to the extent that the number of such shares of Common Stock and 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 Qualifying Warrants, as of the date of their issuanceDeferral Period so applied, 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 then most recent publicly available consolidated financial statements (the “Common Equity Warrant Issuance Cap”); (ii) be permitted to . In addition, the Company shall not issue Mandatorily Convertible Preferred Stock and Perpetual Non-cumulative Cumulative Preferred Stock for the purposes of the Alternative Payment Mechanism to the extent that the net proceeds of any issuance of Mandatorily Convertible Preferred Stock and/or Perpetual Non-cumulative Cumulative Preferred Stock appliedapplied to pay deferred interest on the Notes, together with the net proceeds of all prior issuances of any still-outstanding Mandatorily Convertible Preferred Stock and/or Perpetual Non-cumulative Cumulative Preferred Stock applied during the current and all prior Optional Deferral Periods to pay interest on the ICONs pursuant to the Alternative Payment Mechanismso applied, would exceed 25% of the aggregate principal amount of the ICONs initially issued under this Indenture Notes Outstanding as of November 15, 2006 (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, . Once the Company may, at reaches 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 Warrant Issuance Cap for an Optional any Deferral Period, the Company shall it may not be obligated under this Section to issue more Common Stock Qualifying Warrants prior to the fifth anniversary of the commencement of an Optional such Deferral Period pursuant to the Alternative Payment Mechanism even if there is a subsequent increase in the number of outstanding shares of the Company’s Common Stock subsequently increases (although the Company may do so at its option)Stock. The Common Equity Warrant Issuance Cap shall cease to apply with respect to an Optional Deferral Period following the fifth anniversary of the commencement of an Optional any Deferral Period, at which time point the Company shall repay may only pay any 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. In addition, if If the Common Equity Warrant Issuance Cap is has been reached during an Optional a Deferral Period and the Company subsequently repays pays all deferred interestpayments (and Additional Interest thereon), the Common Equity Warrant Issuance Cap shall cease to apply with respect to an Optional Deferral Period at the termination of such Optional Deferral Period apply, and shall not only apply again unless and until once the Company starts a new Optional Deferral Period. The Preferred Stock Issuance Cap shall apply so long as the Notes remain Outstanding and all proceeds of issuances of Perpetual Non-Cumulative Preferred Stock used to pay deferred interest hereunder shall count against such cap. The Company shall not issue Qualifying Warrants for the purposes of the Alternative Payment Mechanism to the extent that the total number of shares of Common Stock underlying such Qualifying Warrants, together with all prior issuances of Qualifying Warrants, exceeds 50 million shares (the “Share Cap”). The Share Cap shall apply so long as the 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 Common Stock 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. (giii) The If, due to a Market Disruption Event or otherwise, the Company covenants were able to apply all raise some, but not all, Eligible Proceeds raised pursuant necessary to this Section pay all deferred interest (including Additional Interest thereon) on any Interest Payment Date, the Company shall apply any available Eligible Proceeds to the payment of pay accrued and unpaid interest on the applicable Interest Payment Date until all accrued and unpaid interest in chronological order. If the Company shall have been paid outstanding securities in full. (h) Interest payments made pursuant addition to, and that rank pari passu with, the Notes under which the Company is obligated to this Section sell Qualifying Securities and apply the net proceeds to the payment of deferred interest or Distributions and the Company shall be applied in chronological order beginning with deliver to the earliest Interest Period for which interest (including Compounded Interest) has not been paid in full Trustee an Officers’ Certificate to such effect, then on any date and for which such any period the amount of net proceeds received by the Company from those sales and available for payment of the deferred interest must be paid pursuant to this Section. (i) Eligible Proceeds and Distributions shall be applied to deferred interest on the ICONs Notes and on those other securities that rank equally with the ICONs that contain requirements to pay interest similar to the terms of the Alternative Payment Mechanism hereunder, on a pro rata basis towards the Company’s obligations to pay interest on the ICONs and such equally ranking securities in proportion to the aggregate amounts that are due on the ICONs and such securitiesaccordance with their respective outstanding principal amounts, or on such other basis as any Applicable Regulatory Authority may instruct applicable regulator shall approve. (taking into account iv) The Company shall be relieved of its obligations under the availability Alternative Payment Mechanism in respect of proceeds any Interest Payment Date if it delivers an Officers’ Certificate to the Trustee (which the Trustee shall promptly forward upon receipt to each Holder of the Notes) no more than 30 and no less than 15 days in advance of that Interest Payment Date certifying that a Market Disruption Event was existing after the immediately preceding Interest Payment Date; and either: (1) 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 certification is provided; or (2) the Market Disruption Event continued for only part of this period, but the Company was unable after using Commercially Reasonable Efforts to raise sufficient Eligible Proceeds during the rest of that period to pay all accrued and unpaid interest. “Commercially Reasonable Efforts” to sell securities other than in accordance with the Alternative Payment Mechanism means commercially reasonable efforts to complete the offer and sale of Qualifying Securities described herein to settle deferred interest third parties that are not Subsidiaries of the Company in public offerings or private placements. The Company shall not be relieved of its obligations under any such other securities). Notwithstanding the foregoing, a partial payment shall be applied only Alternative Payment Mechanism if it determines not to pay current interest to the extent that the source of such partial payment is other than proceeds from pursue or complete the sale of Qualifying SecuritiesSecurities due to pricing, and to optionally deferred interest payments, to the extent that the source of such partial payment is the sale of Qualifying Securitiesdividend rate or dilution considerations. (j) The Alternative Payment Mechanism shall not apply to the payment of current interest.

Alternative Payment Mechanism. (a) On The Company covenants and agrees with each Holder of the fifth anniversary Junior Subordinated Debentures that if it defers payment of interest on any Interest Payment Date on or prior to the Stock Purchase Date, commencing with the date two years after the beginning of an Optional such Deferral Period (if on such date such Optional Deferral Period has not ended) or, if earlier, immediately following the first Interest Payment Date during an Optional Deferral Period on which the Company elects to pay current interestPeriod, the Company covenants shall, subject to the occurrence of a Supervisory Event and except to the extent that the Company 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 issue sell Qualifying APM Securities and/or, at not later than the Company’s option, its Qualifying Warrants until it has raised termination of such Deferral Period in an amount so that the net proceeds of Eligible Proceeds at least equal such sale, when applied to the aggregate amount such deferred payments of accrued and interest, will cause such unpaid deferred interest payments to be paid in full and (unless the SEC instructs otherwise) apply the proceeds of such sale to pay the deferred amounts (provided that the Company shall not in any event be required to pay interest on the ICONs Junior Subordinated Debentures at the 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 be accrued not apply with respect to any interest on the Junior Subordinated Debentures that is deferred and unpaid as of the next Interest Payment Date (other than interest accruing during the final interest period date of a consummation of any business combination where, immediately following its consummation, over 50% of the ICONs, which can be paid from any source)surviving entity’s voting stock is owned by the shareholders of the other party to the business combination. Such obligation shall continue until all accrued and unpaid The surviving entity in such business combination may pay deferred interest has been paid in full. (b) Eligible Proceeds (i) received by with any available funds on such next interest payment date following the Company from the sale date of Qualifying Securities and/or, at its option, Qualifying Warrants during the 180 days prior to any Interest Payment Date as to which the Company is required to 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 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 the outstanding deferred interest on the ICONs has been paid through the first Interest Payment Date following the consummation of the business combination (or, if later, at anytime within 90 days following the date of such Business Combination; (iv) on the Final 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 Eventconsummation). For the avoidance of doubt, the Company Company’s failure to raise sufficient Eligible Proceeds or its use of other sources to fund such deferred interest payments upon the occurrence of a Supervisory Event, by itself, shall not be considered to have made Commercially Reasonable Efforts to effect a sale constitute an Event of Default under 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) be permitted to issue Mandatorily Convertible Preferred Stock and Perpetual Non-cumulative Preferred Stock to the extent that the net proceeds of any 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 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 obligated under this Section to issue more Common Stock prior to the fifth anniversary of the commencement of 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 time the Company shall repay any deferred interest, regardless of the time at which it was deferred, using the Alternative Payment Mechanism, subject to any Market Disruption EventIndenture. In addition, if the Common Equity Issuance Cap is reached during an Optional Deferral Period and Company sells Qualifying APM Securities pursuant to this Section 1.7 but a Supervisory Event arises from the Company subsequently repays all SEC disapproving the use of the proceeds to pay deferred interest, the Common Equity Issuance Cap shall cease Company’s use of the proceeds for other purposes while continuing to apply with respect to an Optional Deferral Period at the termination of such Optional Deferral Period and defer interest, by itself, shall not apply again unless and until constitute an Event Default under the Indenture. The Company starts a new Optional Deferral Periodmay pay current interest with any available funds at any time. (gb) The If, due to a Market Disruption Event or otherwise, the Company covenants is able to apply all raise some, but not all, Eligible Proceeds raised pursuant necessary to this Section to the payment of accrued and unpaid interest on the applicable Interest Payment Date until pay all accrued and unpaid interest shall have been paid in full. (h) Interest payments made pursuant to this Section shall be applied in chronological order beginning with the earliest Interest Period for which deferred interest (including Compounded Interestcompounded interest thereon) has not been paid 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 full order to pay amounts due and for which such interest must be paid pursuant to this Section. (i) Eligible Proceeds shall be applied to deferred interest on the ICONs and on payable under any instruments or other securities that rank equally pari passu as to interest or distributions with the ICONs that contain requirements Junior Subordinated Debentures, then the Company shall apply such proceeds to pay deferred interest similar to payments on the terms of Junior Subordinated Debentures, on the Alternative Payment Mechanism hereunderone hand, and such other pari passu securities, on the other hand, on a pro rata ratable basis towards the Company’s obligations to pay interest on the ICONs and such equally ranking securities in proportion to the aggregate total amounts of interest that are due on the ICONs Junior Subordinated Debentures and such securities, or on such other basis as any Applicable Regulatory Authority may instruct (taking into account securities before 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 Company shall be applied only relieved of its obligation to pay current interest to the extent that the source of such partial payment is other than proceeds from conduct the sale of Qualifying Securities, APM Securities and apply the proceeds thereof to optionally deferred interest payments, to the extent that the source of such partial payment is the sale of Qualifying Securitiessecurities. (jc) The Alternative Payment Mechanism shall not 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 current interestinterest 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 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 interest (including Additional Interest therein), specifying the application of such Eligible Proceeds to deferred interest (including Additional Interest thereon) remaining outstanding as of such Interest Payment Date. The Trustee shall be permitted to rely on such notices and certifications without requiring any additional due diligence or investigation into the performance of the Company of its obligations under this Section 1.7.

Alternative Payment Mechanism. (a) On Immediately following any APM Commencement Date and until the fifth anniversary termination of the beginning of an Optional related Deferral Period (if on such date such Optional Deferral Period has not ended) or, if earlier, immediately following the first Interest Payment Date during an Optional Deferral Period on which the Company elects to pay current interestPeriod, the Company covenants Corporation shall, unless after notice to continuously use its Commercially Reasonable Efforts the Federal Reserve and except to the extent that the Federal Reserve shall have disapproved, issue Qualifying APM Securities and/or, at until the Company’s option, its Qualifying Warrants until it Corporation has raised an amount of Eligible Proceeds at least equal to the aggregate and unpaid amount of accrued and unpaid deferred interest on the ICONs that shall be accrued Junior Subordinated Debentures (including Additional Interest thereon) and unpaid as of applied such Eligible Proceeds on the next Interest Payment Date (other than interest accruing during to the final interest period payment of the ICONs, which can be paid from any source). Such obligation shall continue until all accrued and unpaid deferred interest has been paid (including Additional Interest thereon) in full.accordance with Section 2.4(b); provided that: (b) Eligible Proceeds (i) received by the Company from foregoing obligations shall not apply during the sale first 20 consecutive Interest Periods of any Deferral Period (including Additional Interest thereon), to the extent the net proceeds of any issuance of Common Stock (or, if the Corporation has amended the definition of Qualifying APM Securities and/or, at its optionto eliminate Common Stock, Qualifying Warrants Warrants) applied during the 180 days prior to any Interest Payment Date as to which the Company is required to use the Alternative Payment Mechanism, and (ii) designated by the Company at or before the time of such sale as available Deferral Period 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 Junior Subordinated Debentures pursuant to this Section 2.6, together with the Alternative Payment Mechanism provided such Eligible Proceeds are sufficient to pay the then-outstanding amount net proceeds 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 the outstanding deferred interest on the ICONs has been paid through the first Interest Payment Date following the consummation of such Business Combination; (iv) on the Final 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 all prior to the fifth anniversary of the commencement of an Optional Deferral Period to the extent that the number of such shares issuances of Common Stock and Qualifying Warrants so applied, would exceed an amount equal to 2% of the shares underlying such Qualifying Warrants, as 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 their issuance, would exceed 2% of issuance multiplied by the total number of issued and outstanding shares of the Company’s Common Stock as of the date of the CompanyCorporation’s then most recent publicly available consolidated financial statements (the “Common Equity Issuance Cap”); (ii) be permitted to issue Mandatorily Convertible Preferred Stock and Perpetual Non-cumulative Preferred Stock to the extent ; provided that the net proceeds of any 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 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 obligated under this Section to issue more Common Stock prior to the fifth anniversary of the commencement of 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 after the fifth anniversary of the commencement of an Optional any Deferral Period, at which time point the Company shall repay Corporation must pay any 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. In addition, the Maximum Share Number and the Preferred Stock Issuance Cap; and provided, further, that if the Common Equity Issuance Cap is reached during an Optional a Deferral Period and the Company Corporation subsequently repays all deferred interest, the Common Equity Issuance Cap shall cease to apply with respect to an Optional Deferral Period at the termination of such Optional Deferral Period and shall not apply again unless and until the Company Corporation starts a new Optional Deferral Period.; (gii) The Company covenants to apply all Eligible Proceeds raised pursuant to this Section to the payment of accrued and unpaid interest on the applicable Interest Payment Date until all accrued and unpaid interest foregoing obligations shall have been paid in full. (h) Interest payments made pursuant to this Section shall be 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) Eligible Proceeds shall be applied to deferred interest on the ICONs and on other securities that rank equally with the ICONs that contain requirements to pay interest similar to the terms of the Alternative Payment Mechanism hereunder, on a pro rata basis towards the Company’s obligations to pay interest on the ICONs and such equally ranking securities in proportion to the aggregate amounts that are due on the ICONs and such 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 Securitiesapply, and the Corporation shall not be permitted to optionally deferred interest paymentsissue Qualifying Preferred Stock or Mandatorily Convertible Preferred Stock, to the extent that the source net proceeds of such partial payment is the sale any issuance of Qualifying Securities.Preferred Stock or Mandatorily Convertible Preferred Stock applied to pay interest on the Junior Subordinated Debentures pursuant to this Section 2.6, together with the net proceeds of all prior issuances of Qualifying Preferred Stock and still outstanding Mandatorily Convertible Preferred Stock applied during the current and all prior Deferral Periods, would exceed 25% of the aggregate principal amount of the Junior Subordinated Debentures issued under the Indenture (the “Preferred Stock Issuance Cap”); (jiii) The Alternative Payment Mechanism the foregoing obligations shall not apply in respect of any Interest Payment Date if the Corporation shall have provided to the payment Trustee (and to the Property Trustee of current interest.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 (B) either (1) 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 (2) the Market Disruption Event continued for only part of such period but the Corporation 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; (iv) to the extent that the 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 Equity Issuance Cap and the Preferred Stock Issuance Cap, such Eligible Proceeds shall be applied in accordance with Section 2.4(b); (v) the Corporation is not obligated to sell shares of 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) shall be in an amount in excess of 18 million shares of Common Stock (such number, as it may be adjusted from time to time, the “Maximum Share Number”) for purposes of paying deferred interest on the Junior Subordinated Debentures; provided that if the issued and outstanding shares of Common Stock 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 Number shall be correspondingly

Alternative Payment Mechanism. (a) On Immediately following any APM Commencement Date and until the fifth anniversary termination of the beginning of an Optional related Deferral Period (if on such date such Optional Deferral Period has not ended) or, if earlier, immediately following the first Interest Payment Date during an Optional Deferral Period on which the Company elects to pay current interestPeriod, the Company covenants Corporation shall, unless after notice to continuously use its Commercially Reasonable Efforts the Federal Reserve and except to the extent that the Federal Reserve shall have disapproved, issue Qualifying APM Securities and/or, at until the Company’s option, its Qualifying Warrants until it Corporation has raised an amount of Eligible Proceeds at least equal to the aggregate and unpaid amount of accrued and unpaid deferred interest on the ICONs that shall be accrued Junior Subordinated Debentures (including Additional Interest thereon) and unpaid as of applied such Eligible Proceeds on the next Interest Payment Date (other than interest accruing during to the final interest period payment of the ICONs, which can be paid from any source). Such obligation shall continue until all accrued and unpaid deferred interest has been paid (including Additional Interest thereon) in full.accordance with Section 2.4(b); provided that: (b) Eligible Proceeds (i) received by the Company from foregoing obligations shall not apply during the sale first 20 consecutive Interest Periods of any Deferral Period (including Additional Interest thereon), to the extent the net proceeds of any issuance of Common Stock (or, if the Corporation has amended the definition of Qualifying APM Securities and/or, at its optionto eliminate Common Stock, Qualifying Warrants Warrants) applied during the 180 days prior to any Interest Payment Date as to which the Company is required to use the Alternative Payment Mechanism, and (ii) designated by the Company at or before the time of such sale as available Deferral Period 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 Junior Subordinated Debentures pursuant to this Section 2.6, together with the Alternative Payment Mechanism provided such Eligible Proceeds are sufficient to pay the then-outstanding amount net proceeds 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 the outstanding deferred interest on the ICONs has been paid through the first Interest Payment Date following the consummation of such Business Combination; (iv) on the Final 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 all prior to the fifth anniversary of the commencement of an Optional Deferral Period to the extent that the number of such shares issuances of Common Stock and Qualifying Warrants so applied, would exceed an amount equal to 2% of the shares underlying such Qualifying Warrants, as 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 their issuance, would exceed 2% of issuance multiplied by the total number of issued and outstanding shares of the Company’s Common Stock as of the date of the CompanyCorporation’s then most recent publicly available consolidated financial statements (the “Common Equity Issuance Cap”); (ii) be permitted to issue Mandatorily Convertible Preferred Stock and Perpetual Non-cumulative Preferred Stock to the extent ; provided that the net proceeds of any 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 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 obligated under this Section to issue more Common Stock prior to the fifth anniversary of the commencement of 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 after the fifth anniversary of the commencement of an Optional any Deferral Period, at which time point the Company shall repay Corporation must pay any 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. In addition, the Maximum Share Number and the Preferred Stock Issuance Cap; and provided, further, that if the Common Equity Issuance Cap is reached during an Optional a Deferral Period and the Company Corporation subsequently repays all deferred interest, the Common Equity Issuance Cap shall cease to apply with respect to an Optional Deferral Period at the termination of such Optional Deferral Period and shall not apply again unless and until the Company Corporation starts a new Optional Deferral Period.; (gii) The Company covenants to apply all Eligible Proceeds raised pursuant to this Section to the payment of accrued and unpaid interest on the applicable Interest Payment Date until all accrued and unpaid interest foregoing obligations shall have been paid in full. (h) Interest payments made pursuant to this Section shall be 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) Eligible Proceeds shall be applied to deferred interest on the ICONs and on other securities that rank equally with the ICONs that contain requirements to pay interest similar to the terms of the Alternative Payment Mechanism hereunder, on a pro rata basis towards the Company’s obligations to pay interest on the ICONs and such equally ranking securities in proportion to the aggregate amounts that are due on the ICONs and such 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 Securitiesapply, and the Corporation shall not be permitted to optionally deferred interest paymentsissue Qualifying Preferred Stock or Mandatorily Convertible Preferred Stock, to the extent that the source net proceeds of any issuance of Qualifying Preferred Stock or Mandatorily Convertible Preferred Stock applied to pay interest on the Junior Subordinated Debentures pursuant to this Section 2.6, together with the net proceeds of all prior issuances of Qualifying Preferred Stock and still outstanding Mandatorily Convertible Preferred Stock applied during the current and all prior Deferral Periods, would exceed 25% of the aggregate principal amount of the Junior Subordinated Debentures issued under the Indenture (the “Preferred Stock Issuance Cap”); (iii) the foregoing obligations shall not apply in respect of any Interest Payment Date if the Corporation shall have provided to the Trustee (and 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 (B) either (1) 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 (2) the Market Disruption Event continued for only part of such partial payment period but the Corporation 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; (iv) to the extent that the 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 Equity Issuance Cap and the Preferred Stock Issuance Cap, such Eligible Proceeds shall be applied in accordance with Section 2.4(b); (v) the Corporation is not obligated to sell shares of 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) shall be in an amount in excess of 30 million shares of Common Stock (such number, as it may be adjusted from time to time, the “Maximum Share Number”) for purposes of paying deferred interest on the Junior Subordinated Debentures; provided that if the issued and outstanding shares of Common Stock 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 Number shall be correspondingly adjusted; 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 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 definition of Qualifying APM Securities has not been amended to eliminate Common Stock, the sale of Qualifying SecuritiesWarrants to pay 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 the Corporation’s securities, or any other party, may require the Corporation to issue Qualifying Warrants. (ji) The Alternative Payment Mechanism For the avoidance of doubt, once the Corporation reaches the Common Equity Issuance Cap for a Deferral Period, the Corporation shall not apply be required to issue more Common Stock (or, if the payment Corporation has amended the definition of current interestQualifying APM Securities to eliminate Common Stock, Qualifying Warrants) during the 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. The Corporation shall not be excused from its obligations under this Section 2.6(a) if it determines not to pursue or complete the sale of Qualifying APM Securities due to pricing, dividend rate or dilution considerations.

Alternative Payment Mechanism. (a) On Immediately following any APM Commencement Date and until the fifth anniversary termination of the beginning of an Optional related Deferral Period (if on such date such Optional Deferral Period has not ended) or, if earlier, immediately following the first Interest Payment Date during an Optional Deferral Period on which the Company elects to pay current interestPeriod, the Company covenants Corporation shall, unless after notice to continuously use its Commercially Reasonable Efforts the Federal Reserve and except to the extent that the Federal Reserve shall have disapproved, issue Qualifying APM Securities and/or, at until the Company’s option, its Qualifying Warrants until it Corporation has raised an amount of Eligible Proceeds at least equal to the aggregate and unpaid amount of accrued and unpaid deferred interest on the ICONs that shall be accrued Junior Subordinated Debentures (including Additional Interest thereon) and unpaid as of applied such Eligible Proceeds on the next Interest Payment Date (other than interest accruing during to the final interest period payment of the ICONs, which can be paid from any source). Such obligation shall continue until all accrued and unpaid deferred interest has been paid (including Additional Interest thereon) in full.accordance with Section 2.4(b); provided that: (b) Eligible Proceeds (i) received by the Company from foregoing obligations shall not apply during the sale first 20 consecutive Interest Periods of any Deferral Period (including Additional Interest thereon), to the extent the net proceeds of any issuance of Common Stock (or, if the Corporation has amended the definition of Qualifying APM Securities and/or, at its optionto eliminate Common Stock, Qualifying Warrants Warrants) applied during the 180 days prior to any Interest Payment Date as to which the Company is required to use the Alternative Payment Mechanism, and (ii) designated by the Company at or before the time of such sale as available Deferral Period 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 Junior Subordinated Debentures pursuant to this Section 2.6, together with the Alternative Payment Mechanism provided such Eligible Proceeds are sufficient to pay the then-outstanding amount net proceeds 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 the outstanding deferred interest on the ICONs has been paid through the first Interest Payment Date following the consummation of such Business Combination; (iv) on the Final 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 all prior to the fifth anniversary of the commencement of an Optional Deferral Period to the extent that the number of such shares issuances of Common Stock and Qualifying Warrants so applied, would exceed an amount equal to 2% of the shares underlying such Qualifying Warrants, as 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 their issuance, would exceed 2% of issuance multiplied by the total number of issued and outstanding shares of the Company’s Common Stock as of the date of the CompanyCorporation’s then most recent publicly available consolidated financial statements (the “Common Equity Issuance Cap”); (ii) be permitted to issue Mandatorily Convertible Preferred Stock and Perpetual Non-cumulative Preferred Stock to the extent ; provided that the net proceeds of any 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 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 obligated under this Section to issue more Common Stock prior to the fifth anniversary of the commencement of 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 after the fifth anniversary of the commencement of an Optional any Deferral Period, at which time point the Company shall repay Corporation must pay any 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. In addition, the Maximum Share Number and the Preferred Stock Issuance Cap; and provided, further, that if the Common Equity Issuance Cap is reached during an Optional a Deferral Period and the Company Corporation subsequently repays all deferred interest, the Common Equity Issuance Cap shall cease to apply with respect to an Optional Deferral Period at the termination of such Optional Deferral Period and shall not apply again unless and until the Company Corporation starts a new Optional Deferral Period.; (gii) The Company covenants to apply all Eligible Proceeds raised pursuant to this Section to the payment of accrued and unpaid interest on the applicable Interest Payment Date until all accrued and unpaid interest foregoing obligations shall have been paid in full. (h) Interest payments made pursuant to this Section shall be 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) Eligible Proceeds shall be applied to deferred interest on the ICONs and on other securities that rank equally with the ICONs that contain requirements to pay interest similar to the terms of the Alternative Payment Mechanism hereunder, on a pro rata basis towards the Company’s obligations to pay interest on the ICONs and such equally ranking securities in proportion to the aggregate amounts that are due on the ICONs and such 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 Securitiesapply, and the Corporation shall not be permitted to optionally deferred interest paymentsissue Qualifying Preferred Stock or Mandatorily Convertible Preferred Stock, to the extent that the source net proceeds of such partial payment is the sale any issuance of Qualifying Securities.Preferred Stock or Mandatorily Convertible Preferred Stock applied to pay interest on the Junior Subordinated Debentures pursuant to this Section 2.6, together with the net proceeds of all prior issuances of Qualifying Preferred Stock and still outstanding Mandatorily Convertible Preferred Stock applied during the current and all prior Deferral Periods, would exceed 25% of the aggregate principal amount of the Junior Subordinated Debentures issued under the Indenture (the “Preferred Stock Issuance Cap”); (jiii) The Alternative Payment Mechanism the foregoing obligations shall not apply in respect of any Interest Payment Date if the Corporation shall have provided to the payment Trustee (and to the Property Trustee of current interest.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 (B) either (1) 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 (2) the Market Disruption Event continued for only part of such period but the Corporation 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; (iv) to the extent that the 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 Equity Issuance Cap and the Preferred Stock Issuance Cap, such Eligible Proceeds shall be applied in accordance with Section 2.4(b); (v) the Corporation is not obligated to sell shares of 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) shall be in an amount in excess of 40 million shares of Common Stock (such number, as it may be adjusted from time to time, the “Maximum Share Number”) for purposes of paying deferred interest on the Junior Subordinated Debentures; provided that if the issued and outstanding shares of Common Stock 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 Number shall be correspondingly

Alternative Payment Mechanism. (a) On Immediately following any APM Commencement Date and until the fifth anniversary termination of the beginning of an Optional related Deferral Period (if on such date such Optional Deferral Period has not ended) or, if earlier, immediately following the first Interest Payment Date during an Optional Deferral Period on which the Company elects to pay current interestPeriod, the Company covenants shall, unless after notice to continuously use its Commercially Reasonable Efforts the Federal Reserve and except to the extent that the Federal Reserve shall have disapproved, issue Qualifying Securities and/or, at Warrants or Preferred Stock that is subject to a replacement capital covenant similar to the Company’s option, its Qualifying Warrants Replacement Capital Covenant until it the Company has raised an amount of Eligible Proceeds at least equal to the aggregate and unpaid amount of accrued and unpaid deferred interest on the ICONs that shall be accrued Subordinated Debentures (including Additional Interest thereon) and unpaid as of applied such Eligible Proceeds on the next Interest Payment Date (other than interest accruing during to the final interest period payment of the ICONs, which can be paid from any source). Such obligation shall continue until all accrued and unpaid deferred interest has been paid (including Additional Interest thereon) in full.accordance with Section 2.1(h); provided that: (b1) Eligible Proceeds the foregoing obligations shall not apply to the extent that (i) received by with respect to deferred interest attributable to the Company from first five years of any deferral period, the sale net proceeds of any issuance of Qualifying Securities and/or, at its option, Qualifying Warrants during the 180 days prior to any Interest Payment Date as to which the Company is required to use the Alternative Payment Mechanism, and (ii) designated by the Company at or before the time of such sale as available applied to pay interest on the ICONs willSubordinated Debentures pursuant to this Section 2.1(j), at together with the time such net proceeds are delivered of all prior issuances of Qualifying Warrants applied to deferred interest attributable to the Trustee first five years of any Deferral Period (including Additional Interest thereon), would exceed an amount equal to satisfy 2% of the relevant interest payment, be deemed to satisfy product of the Company’s obligations to pay interest average of the Current Stock Market Prices of the Common Stock on the ICONs pursuant to the Alternative Payment Mechanism provided such Eligible Proceeds are sufficient to pay 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 the outstanding deferred interest consecutive trading days ending on the ICONs has been paid through the first Interest Payment Date following the consummation of such Business Combination; (iv) on the Final 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 [fourth] trading day immediately preceding the date of their issuance, would exceed 2% of issuance multiplied by 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 Warrant Issuance Cap”); ) and (ii) be permitted to issue Mandatorily Convertible Preferred Stock and Perpetual Non-cumulative Preferred Stock to the extent that the net proceeds of any issuance of Mandatorily Convertible Preferred Stock and/or Perpetual Non-cumulative Preferred Stock appliedso 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 any still-outstanding Mandatorily Convertible Preferred Stock and/or Perpetual Non-cumulative Preferred Stock applied during the current and all prior Optional Deferral Periods to pay interest on the ICONs pursuant to the Alternative Payment Mechanismapplied, would exceed 25% of the aggregate principal amount of the ICONs initially Subordinated Debentures issued under this the Indenture (the “Preferred Stock Issuance Cap”). (2) 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 Subordinated Debentures) 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) either (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 after commercially reasonable efforts 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; and (iii3) be obligated to sell Qualifying Warrants or to apply the proceeds of any such sale extent that the Company has raised some but not all Eligible Proceeds necessary to pay all deferred interest (including Additional Amounts thereon) on the ICONs; however, the Company may, at the Company’s option, issue Qualifying Warrants any Interest Payment Date pursuant to this Section 2.1(j) and use the proceeds from such issuance to pay deferred interest on the ICONs, subject to the Common Equity Warrant Issuance Cap and the Preferred Stock Issuance Cap. (f) Upon attainment , such Eligible Proceeds shall be applied in accordance with Section 2.1(h). For the avoidance of doubt, once the Common Equity Company reaches the Warrant Issuance Cap for an Optional Deferral PeriodCap, the Company shall not be obligated under this Section 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) 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 prior to the fifth anniversary of the commencement of an Optional Deferral Period even if or the number of outstanding shares of the Company’s Common Stock subsequently increases (although the Company may do so at its option)Stock. 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 time the Company shall repay any deferred interest, regardless of the time at which it was deferred, using the Alternative Payment Mechanism, subject to any Market Disruption Event. In addition, if the Common Equity Issuance Cap is reached during an Optional Deferral Period and the Company subsequently repays all deferred interest, the Common Equity Issuance Cap shall cease to apply with respect to an Optional Deferral Period at the termination of such Optional Deferral Period and shall not apply again unless and until the Company starts a new Optional Deferral Period. (g) The Company covenants to apply all Eligible Proceeds raised pursuant to be excused from its obligations under this Section 2.1(j) if it determines not to the payment of accrued and unpaid interest on the applicable Interest Payment Date until all accrued and unpaid interest shall have been paid in full. (h) Interest payments made pursuant to this Section shall be 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) Eligible Proceeds shall be applied to deferred interest on the ICONs and on other securities that rank equally with the ICONs that contain requirements to pay interest similar to the terms of the Alternative Payment Mechanism hereunder, on a pro rata basis towards the Company’s obligations to pay interest on the ICONs and such equally ranking securities in proportion to the aggregate amounts that are due on the ICONs and such securities, pursue 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 complete the sale of Qualifying SecuritiesWarrants or Preferred Stock due to pricing, and to optionally deferred interest payments, to the extent that the source of such partial payment is the sale of Qualifying Securitiesdividend rate or dilution considerations. (j) The Alternative Payment Mechanism shall not apply to the payment of current interest.