Common use of Deferral of Purchase Contract Payments Clause in Contracts

Deferral of Purchase Contract Payments. The Company has the right to defer payment of all or part of the Purchase Contract Payments in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date, but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer such payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Purchase Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Securities, but in any event not less than one Business Day prior to such Record Date. If the Company so elects to defer Purchase Contract Payments, the Company shall pay additional Purchase Contract Payments on such deferred installments of Purchase Contract Payments at a rate equal to % per annum, compounding quarterly, until such deferred installments are paid in full (such deferred installments of Purchase Contract Payments together with the accrued additional Purchase Contract Payments thereon, being referred to herein as the “Deferred Purchase Contract Payments”). Deferred Purchase Contract Payments shall be due on the Payment Date except to the extent that payment is deferred pursuant to this Section. No Purchase Contract Payments may be deferred to a date that is after the Purchase Contract Settlement Date. If the Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder’s right to receive Purchase Contract Payments and Deferred Purchase Contract Payments will terminate. In the event that the Company elects to defer the payment of Purchase Contract Payments on the Purchase Contracts until the Purchase Contract Settlement Date, each Holder will receive on the Purchase Contract Settlement Date, in lieu of a cash payment, a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the applicable Settlement Rate) equal to (x) the aggregate amount of Deferred Purchase Contract Payments payable to such Holder divided by (y) the Applicable Market Value. No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Purchase Contract Payments on the Purchase Contract Settlement Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Purchase Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.10. In the event the Company exercises its option to defer the payment of Purchase Contract Payments, then, until the Deferred Purchase Contract Payments have been paid, the Company shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock or make guarantee payments with respect to the foregoing (other than (i) purchases or acquisitions of capital stock of the Company in connection with the satisfaction by the Company of its obligations under any employee or agent benefit plans or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Company to purchase its capital stock, (ii) as a result of a reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (iii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of the Company’s capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Company (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or repurchases of any rights outstanding under a shareholder rights plan). If a Holder effects an Early Settlement or if a Termination Event shall occur, such Holder will have no right to receive any accrued deferred Purchase Contract Payments.]

Deferral of Purchase Contract Payments. (a) The Company has the right to defer payment of all or part of the Purchase Contract Payments in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date, but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer such payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Purchase Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Securities, but in any event not less than one Business Day prior to such Record Date. If the Company so elects to defer Purchase Contract Payments, the Company shall pay additional Purchase Contract Payments on such deferred installments of Purchase Contract Payments at a rate equal to ___% per annum, compounding quarterly, until such deferred installments are paid in full (such deferred installments of Purchase Contract Payments together with the accrued additional Purchase Contract Payments thereon, being referred to herein as the “Deferred Purchase Contract Payments”)full. Deferred Purchase Contract Payments shall be due on the Payment Date except to the extent that payment is deferred pursuant to this Section. No Except as otherwise provided in Section 5.11(d), in the case of any Security with respect to which Early Settlement of the underlying Purchase Contract Payments may be deferred to a date that is after the Purchase Contract effected on an Early Settlement Date. If the Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder’s Holder will have no right to receive any accrued or deferred Purchase Contract Payments and Deferred Purchase Contract Payments will terminate. Payments. (b) In the event that the Company elects to defer the payment of Purchase Contract Payments on the Purchase Contracts until the Purchase Contract Settlement Date, each Holder will receive on the Purchase Contract Settlement Date, in lieu of a cash payment, a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the applicable Settlement Rate) equal to (x) Date the aggregate amount of Deferred accrued and unpaid Purchase Contract Payments payable to Payments. The Company shall pay such Holder divided by (y) the Applicable Market Value. No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Purchase Contract Payments amounts on the Purchase Contract Settlement Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Purchase Contract Payments, Date in the Holder will be entitled to receive an amount in cash as provided manner described in Section 5.10. 5.02(e). (c) In the event the Company exercises its option to defer the payment of Purchase Contract Payments, then, until the Deferred all deferred Purchase Contract Payments have been paid, the Company shall not (a) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank junior to the [Subordinated] Notes in the right of payment issued by the Company, or (b) make any guarantee payments with respect to any guarantee by the Company of any securities of any of its subsidiaries if such guarantee ranks junior to the [Subordinated] Notes in the right of payment, (c) declare or pay any dividends on, make or distributions with respect to, on any of the Company's capital stock or (d) redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock. Notwithstanding the foregoing, the Company may (1) purchase or acquire its capital stock or make guarantee payments with respect to the foregoing (other than (i) purchases or acquisitions of capital stock of the Company in connection with the satisfaction by the Company it of its obligations under any employee or agent benefit plans or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date first day of any such event requiring the Company it to purchase its capital stock, ; (ii2) as a result of a reclassification of the Company’s reclassify its capital stock or the exchange or conversion of convert one class or series of the Company’s its capital stock for another class or series of the Company’s its capital stock, ; (iii3) the purchase of fractional interests in shares of the Company’s its capital stock pursuant to the conversion or exchange provisions of the Company’s such capital stock or the security being converted or exchanged, ; (iv4) declare dividends or distributions in capital stock of the Company (or rights to acquire its capital stock; (5) redeem or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or repurchases of repurchase any rights outstanding pursuant to a rights agreement; and (6) make payments under a shareholder rights plan). If a Holder effects an Early Settlement or if a Termination Event shall occur, such Holder will have no right the Guarantee related to receive any accrued deferred Purchase Contract Paymentsthe Preferred Securities.]

Deferral of Purchase Contract Payments. (a) The Company has the right to defer payment of all or part of the Purchase Contract Payments in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date, but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer such payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Purchase Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Securities, but in any event not less than one Business Day prior to such Record Date. If the Company so elects to defer Purchase Contract Payments, the Company shall pay additional Purchase Contract Payments on such deferred installments of Purchase Contract Payments at a rate equal to ___% per annum, compounding quarterly, until such deferred installments are paid in full (such deferred installments of Purchase Contract Payments together with the accrued additional Purchase Contract Payments thereon, being referred to herein as the “Deferred Purchase Contract Payments”)full. Deferred Purchase Contract Payments shall be due on the Payment Date except to the extent that payment is deferred pursuant to this Section. No Except as otherwise provided in Section 5.11(d), in the case of any Security with respect to which Early Settlement of the underlying Purchase Contract Payments may be deferred to a date that is after the Purchase Contract effected on an Early Settlement Date. If the Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder’s Holder will have no right to receive any accrued or deferred Purchase Contract Payments and Deferred Purchase Contract Payments will terminate. Payments. (b) In the event that the Company elects to defer the payment of Purchase Contract Payments on the Purchase Contracts until the Purchase Contract Settlement Date, each Holder will receive on the Purchase Contract Settlement Date, in lieu of a cash payment, a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the applicable Settlement Rate) equal to (x) Date the aggregate amount of Deferred accrued and unpaid Purchase Contract Payments payable to Payments. The Company shall pay such Holder divided by (y) the Applicable Market Value. No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Purchase Contract Payments amounts on the Purchase Contract Settlement Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Purchase Contract Payments, Date in the Holder will be entitled to receive an amount in cash as provided manner described in Section 5.105.02(e). 51 (c) In the event the Company exercises its option to defer the payment of Purchase Contract Payments, then, until the Deferred all deferred Purchase Contract Payments have been paid, the Company shall not, and shall not permit any of its subsidiaries to (a) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank junior to the [Subordinated] Notes in the right of payment issued by the Company or any subsidiary of the Company, or (b) make any guarantee payments with respect to any guarantee by the Company of any securities of any of its subsidiaries if such guarantee ranks junior to the [Subordinated] Notes in the right of payment, (c) declare or pay any dividends on, make or distributions with respect to, on any of the Company's capital stock or (d) redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock. Notwithstanding the foregoing, the Company may (1) purchase or acquire its capital stock or make guarantee payments with respect to the foregoing (other than (i) purchases or acquisitions of capital stock of the Company in connection with the satisfaction by the Company it of its obligations under any employee or agent benefit plans or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date first day of any such event requiring the Company it to purchase its capital stock, ; (ii2) as a result of a reclassification of the Company’s reclassify its capital stock or the exchange or conversion of convert one class or series of the Company’s its capital stock for another class or series of the Company’s its capital stock, ; (iii3) the purchase of fractional interests in shares of the Company’s its capital stock pursuant to the conversion or exchange provisions of the Company’s such capital stock or the security being converted or exchanged, ; (iv4) declare dividends or distributions in capital stock of the Company (or rights to acquire its capital stock; and (5) redeem or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or repurchases of repurchase any rights outstanding under pursuant to a shareholder rights plan). If a Holder effects an Early Settlement or if a Termination Event shall occur, such Holder will have no right to receive any accrued deferred Purchase Contract Paymentsagreement.]

Deferral of Purchase Contract Payments. (a) The Company has the right to defer payment of all or part of the Purchase Contract Payments in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date, but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer such payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Purchase Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Securities, but in any event not less than one Business Day prior to such Record Date. If the Company so elects to defer Purchase Contract Payments, the Company shall pay additional Purchase Contract Payments on such deferred installments of Purchase Contract Payments at a rate equal to ___% per annum, compounding quarterly, until such deferred installments are paid in full (such deferred installments of Purchase Contract Payments together with the accrued additional Purchase Contract Payments thereon, being referred to herein as the “Deferred Purchase Contract Payments”)full. Deferred Purchase Contract Payments shall be due on the Payment Date except to the extent that payment is deferred pursuant to this Section. No Except as otherwise provided in Section 5.11(d), in the case of any Security with respect to which Early Settlement of the underlying Purchase Contract Payments may be deferred to a date that is after the Purchase Contract effected on an Early Settlement Date. If the Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder’s Holder will have no right to receive any accrued or deferred Purchase Contract Payments and Deferred Purchase Contract Payments will terminate. Payments. (b) In the event that the Company elects to defer the payment of Purchase Contract Payments on the Purchase Contracts until the Purchase Contract Settlement Date, each Holder will receive on the Purchase Contract Settlement Date, in lieu of a cash payment, a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the applicable Settlement Rate) equal to (x) Date the aggregate amount of Deferred accrued and unpaid Purchase Contract Payments payable to Payments. The Company shall pay such Holder divided by (y) the Applicable Market Value. No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Purchase Contract Payments amounts on the Purchase Contract Settlement Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Purchase Contract Payments, Date in the Holder will be entitled to receive an amount in cash as provided manner described in Section 5.10. 5.02(e). (c) In the event the Company exercises its option to defer the payment of Purchase Contract Payments, then, until the Deferred all deferred Purchase Contract Payments have been paid, the Company shall not (a) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank junior to the [Subordinated] Notes in the right of payment issued by the Company, or (b) make any guarantee payments with respect to any guarantee by the Company of any securities of any of its subsidiaries if such guarantee ranks junior to the [Subordinated] Notes in the right of payment, (c) declare or pay any dividends on, make or distributions with respect to, on any of the Company's capital stock or (d) redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock. Notwithstanding the foregoing, the Company may (1) purchase or acquire its capital stock or make guarantee payments with respect to the foregoing (other than (i) purchases or acquisitions of capital stock of the Company in connection with the 55 satisfaction by the Company it of its obligations under any employee or agent benefit plans or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date first day of any such event requiring the Company it to purchase its capital stock, ; (ii2) as a result of a reclassification of the Company’s reclassify its capital stock or the exchange or conversion of convert one class or series of the Company’s its capital stock for another class or series of the Company’s its capital stock, ; (iii3) the purchase of fractional interests in shares of the Company’s its capital stock pursuant to the conversion or exchange provisions of the Company’s such capital stock or the security being converted or exchanged, ; (iv4) declare dividends or distributions in capital stock of the Company (or rights to acquire its capital stock; (5) redeem or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or repurchases of repurchase any rights outstanding pursuant to a rights agreement; and (6) make payments under a shareholder rights plan). If a Holder effects an Early Settlement or if a Termination Event shall occur, such Holder will have no right the Guarantee related to receive any accrued deferred Purchase Contract Paymentsthe Preferred Securities.]

Deferral of Purchase Contract Payments. (a) The Company has the right to defer payment of all or part of the Purchase Contract Payments in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date, but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer such payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Purchase Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Securities, but in any event not less than one Business Day prior to such Record Date. If the Company so elects to defer Purchase Contract Payments, the Company shall pay additional Purchase Contract Payments on such deferred installments of Purchase Contract Payments at a rate equal to ___% per annum, compounding quarterly, until such deferred installments are paid in full (such deferred installments of Purchase Contract Payments together with the accrued additional Purchase Contract Payments thereon, being referred to herein as the “Deferred Purchase Contract Payments”)full. Deferred Purchase Contract Payments shall be due on the Payment Date except to the extent that payment is deferred pursuant to this Section. No Except as otherwise provided in Section 5.11(d), in the case of any Security with respect to which Early Settlement of the underlying Purchase Contract Payments may be deferred to a date that is after the Purchase Contract effected on an Early Settlement Date. If the Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder’s Holder will have no right to receive any accrued or deferred Purchase Contract Payments and Deferred Purchase Contract Payments will terminate. Payments. (b) In the event that the Company elects to defer the payment of Purchase Contract Payments on the Purchase Contracts until the Purchase Contract Settlement Date, each Holder will receive on the Purchase Contract Settlement Date, in lieu of a cash payment, a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the applicable Settlement Rate) equal to (x) Date the aggregate amount of Deferred accrued and unpaid Purchase Contract Payments payable to Payments. The Company shall pay such Holder divided by (y) the Applicable Market Value. No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Purchase Contract Payments amounts on the Purchase Contract Settlement Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Purchase Contract Payments, Date in the Holder will be entitled to receive an amount in cash as provided manner described in Section 5.10. 5.02(f). (c) In the event the Company exercises its option to defer the payment of Purchase Contract Payments, then, until the Deferred all deferred Purchase Contract Payments have been paid, the Company shall not, and shall not permit any of its subsidiaries to (a) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank junior to the Notes in the right of payment issued by the Company or any subsidiary of the Company, or (b) make any guarantee payments with respect to any guarantee by the Company of any securities of any of its subsidiaries if such guarantee ranks junior to the Notes in the right of payment, (c) declare or pay any dividends on, make or distributions with respect to, on any of the Company's capital stock or (d) redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock. Notwithstanding the foregoing, the Company may (1) purchase or acquire its capital stock or make guarantee payments with respect to the foregoing (other than (i) purchases or acquisitions of capital stock of the Company in connection with the satisfaction by the Company it of its obligations under any employee or agent benefit plans or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date first day of any such event requiring the Company it to purchase its capital stock, ; (ii2) as a result of a reclassification of the Company’s reclassify its capital stock or the exchange or conversion of convert one class or series of the Company’s its capital stock for another class or series of the Company’s its capital stock, ; (iii3) the purchase of fractional interests in shares of the Company’s its capital stock pursuant to the conversion or exchange provisions of the Company’s such capital stock or the security being converted or exchanged, ; (iv4) declare dividends or distributions in capital stock of the Company (or rights to acquire its capital stock; and (5) redeem or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or repurchases of repurchase any rights outstanding under pursuant to a shareholder rights plan). If a Holder effects an Early Settlement or if a Termination Event shall occur, such Holder will have no right to receive any accrued deferred Purchase Contract Paymentsagreement.]

Deferral of Purchase Contract Payments. (a) The Company has the right to defer payment of all or part of the Purchase Contract Payments in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date, but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer such payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Purchase Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Securities, but in any event not less than one Business Day prior to such Record Date. If the Company so elects to defer Purchase Contract Payments, the Company shall pay additional Purchase Contract Payments on such deferred installments of Purchase Contract Payments at a rate equal to 9.00% per annum, compounding quarterly, until such deferred installments are paid in full (such deferred installments of Purchase Contract Payments together with the accrued additional Purchase Contract Payments thereon, being referred to herein as the “Deferred Purchase Contract Payments”)full. Deferred Purchase Contract Payments shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section. No deferral period may end on a date other than a Payment Date. Except as otherwise provided in Section 5.11(d), in the case of any Security with respect to which Early Settlement of the underlying Purchase Contract Payments may be deferred to a date that is after the Purchase Contract effected on an Early Settlement Date. If the Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder’s Holder will have no right to receive any accrued or deferred Purchase Contract Payments and Deferred Purchase Contract Payments will terminate. Payments. (b) In the event that the Company elects to defer the payment of Purchase Contract Payments on the Purchase Contracts until the Purchase Contract Settlement Date, each Holder will receive on the Purchase Contract Settlement Date, in lieu of a cash payment, a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the applicable Settlement Rate) equal to (x) Date the aggregate amount of Deferred accrued and unpaid Purchase Contract Payments payable to Payments. The Company shall pay such Holder divided by (y) the Applicable Market Value. No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Purchase Contract Payments amounts on the Purchase Contract Settlement Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Purchase Contract Payments, Date in the Holder will be entitled to receive an amount in cash as provided manner described in Section 5.10. 5.02(f). (c) In the event the Company exercises its option to defer the payment of Purchase Contract Payments, then, until the Deferred all deferred Purchase Contract Payments have been paid, the Company shall not, and shall not permit any of its subsidiaries to (a) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank junior to the Notes in the right of payment issued by the Company or any subsidiary of the Company, or (b) make any guarantee payments with respect to any guarantee by the Company of any securities of any of its subsidiaries if such guarantee ranks junior to the Notes in the right of payment, (c) declare or pay any dividends on, make or distributions with respect to, on any of the Company's capital stock or (d) redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock. Notwithstanding the foregoing, the Company may (1) purchase or acquire its capital stock or make guarantee payments with respect to the foregoing (other than (i) purchases or acquisitions of capital stock of the Company in connection with the satisfaction by the Company it of its obligations under any employee or agent benefit plans or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date first day of any such event requiring the Company it to purchase its capital stock, ; (ii2) as a result of a reclassification of the Company’s reclassify its capital stock or the exchange or conversion of convert one class or series of the Company’s its capital stock for another class or series of the Company’s its capital stock, ; (iii3) the purchase of fractional interests in shares of the Company’s its capital stock pursuant to the conversion or exchange provisions of the Company’s such capital stock or the security being converted or exchanged, ; (iv4) declare dividends or distributions in capital stock of the Company (or rights to acquire its capital stock; and (5) redeem or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or repurchases of repurchase any rights outstanding under pursuant to a shareholder rights plan). If a Holder effects an Early Settlement or if a Termination Event shall occur, such Holder will have no right to receive any accrued deferred Purchase Contract Paymentsagreement.]

Deferral of Purchase Contract Payments. (a) The Company has the right to defer payment of all or part of the Purchase Contract Payments in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date, but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer such payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Purchase Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Securities, but in any event not less than one Business Day prior to such Record Date. If the Company so elects to defer Purchase Contract Payments, the Company shall pay additional Purchase Contract Payments on such deferred installments of Purchase Contract Payments at a rate equal to 8.50% per annum, compounding quarterly, until such deferred installments are paid in full (such deferred installments of Purchase Contract Payments together with the accrued additional Purchase Contract Payments thereon, being referred to herein as the “Deferred Purchase Contract Payments”)full. Deferred Purchase Contract Payments shall be due on the next succeeding Payment Date except to the extent that payment is deferred pursuant to this Section. No deferral period may end on a date other than a Payment Date. Except as otherwise provided in Section 5.11(d), in the case of any Security with respect to which Early Settlement of the underlying Purchase Contract Payments may be deferred to a date that is after the Purchase Contract effected on an Early Settlement Date. If the Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder’s Holder will have no right to receive any accrued or deferred Purchase Contract Payments and Deferred Purchase Contract Payments will terminate. Payments. (b) In the event that the Company elects to defer the payment of Purchase Contract Payments on the Purchase Contracts until the Purchase Contract Settlement Date, each Holder will receive on the Purchase Contract Settlement Date, in lieu of a cash payment, a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the applicable Settlement Rate) equal to (x) Date the aggregate amount of Deferred accrued and unpaid Purchase Contract Payments payable to Payments. The Company shall pay such Holder divided by (y) the Applicable Market Value. No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Purchase Contract Payments amounts on the Purchase Contract Settlement Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Purchase Contract Payments, Date in the Holder will be entitled to receive an amount in cash as provided manner described in Section 5.10. 5.02(f). (c) In the event the Company exercises its option to defer the payment of Purchase Contract Payments, then, until the Deferred all deferred Purchase Contract Payments have been paid, the Company shall not, and shall not permit any of its subsidiaries to (a) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank junior to the Notes in the right of payment issued by the Company or any subsidiary of the Company, or (b) make any guarantee payments with respect to any guarantee by the Company of any securities of any of its subsidiaries if such guarantee ranks junior to the Notes in the right of payment, (c) declare or pay any dividends on, make or distributions with respect to, on any of the Company's capital stock or (d) redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock. Notwithstanding the foregoing, the Company may (1) purchase or acquire its capital stock or make guarantee payments with respect to the foregoing (other than (i) purchases or acquisitions of capital stock of the Company in connection with the satisfaction by the Company it of its obligations under any employee or agent benefit plans or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date first day of any such event requiring the Company it to purchase its capital stock, ; (ii2) as a result of a reclassification of the Company’s reclassify its capital stock or the exchange or conversion of convert one class or series of the Company’s its capital stock for another class or series of the Company’s its capital stock, ; (iii3) the purchase of fractional interests in shares of the Company’s its capital stock pursuant to the conversion or exchange provisions of the Company’s such capital stock or the security being converted or exchanged, ; and (iv4) dividends redeem or distributions in capital stock of the Company (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or repurchases of repurchase any rights outstanding under pursuant to a shareholder rights plan). If a Holder effects an Early Settlement or if a Termination Event shall occur, such Holder will have no right to receive any accrued deferred Purchase Contract Paymentsagreement.]

Deferral of Purchase Contract Payments. (a) The Company has the right to defer payment of all or part of the Purchase Contract Payments in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date, but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer such payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Purchase Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Securities, but in any event not less than one Business Day prior to such Record Date. If the Company so elects to defer Purchase Contract Payments, the Company shall pay additional Purchase Contract Payments on such deferred installments of Purchase Contract Payments at a rate equal to ___% per annum, compounding quarterly, until such deferred installments are paid in full (such deferred installments of Purchase Contract Payments together with the accrued additional Purchase Contract Payments thereon, being referred to herein as the “Deferred Purchase Contract Payments”)full. Deferred Purchase Contract Payments shall be due on the Payment Date except to the extent that payment is deferred pursuant to this Section. No Except as otherwise provided in Section 5.11(d), in the case of any Security with respect to which Early Settlement of the underlying Purchase Contract Payments may be deferred to a date that is after the Purchase Contract effected on an Early Settlement Date. If the Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder’s Holder will have no right to receive any accrued or deferred Purchase Contract Payments and Deferred Purchase Contract Payments will terminate. Payments. (b) In the event that the Company elects to defer the payment of Purchase Contract Payments on the Purchase Contracts until the Purchase Contract Settlement Date, each Holder will receive on the Purchase Contract Settlement Date, in lieu of a cash payment, a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the applicable Settlement Rate) equal to (x) Date the aggregate amount of Deferred accrued and unpaid Purchase Contract Payments payable to Payments. The Company shall pay such Holder divided by (y) the Applicable Market Value. No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Purchase Contract Payments amounts on the Purchase Contract Settlement Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Purchase Contract Payments, Date in the Holder will be entitled to receive an amount in cash as provided manner described in Section 5.105.02(e). 55 (c) In the event the Company exercises its option to defer the payment of Purchase Contract Payments, then, until the Deferred all deferred Purchase Contract Payments have been paid, the Company shall not (a) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank junior to the [Subordinated] Notes in the right of payment issued by the Company, or (b) make any guarantee payments with respect to any guarantee by the Company of any securities of any of its subsidiaries if such guarantee ranks junior to the [Subordinated] Notes in the right of payment, (c) declare or pay any dividends on, make or distributions with respect to, on any of the Company's capital stock or (d) redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock. Notwithstanding the foregoing, the Company may (1) purchase or acquire its capital stock or make guarantee payments with respect to the foregoing (other than (i) purchases or acquisitions of capital stock of the Company in connection with the satisfaction by the Company it of its obligations under any employee or agent benefit plans or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date first day of any such event requiring the Company it to purchase its capital stock, ; (ii2) as a result of a reclassification of the Company’s reclassify its capital stock or the exchange or conversion of convert one class or series of the Company’s its capital stock for another class or series of the Company’s its capital stock, ; (iii3) the purchase of fractional interests in shares of the Company’s its capital stock pursuant to the conversion or exchange provisions of the Company’s such capital stock or the security being converted or exchanged, ; (iv4) declare dividends or distributions in capital stock of the Company (or rights to acquire its capital stock; (5) redeem or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or repurchases of repurchase any rights outstanding pursuant to a rights agreement; and (6) make payments under a shareholder rights plan). If a Holder effects an Early Settlement or if a Termination Event shall occur, such Holder will have no right the Guarantee related to receive any accrued deferred Purchase Contract Paymentsthe Preferred Securities.]

Deferral of Purchase Contract Payments. (a) The Company has the right to defer payment of all or part of the Purchase Contract Payments in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date, but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer such payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Purchase Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Securities, but in any event not less than one Business Day prior to such Record Date. If the Company so elects to defer Purchase Contract Payments, the Company shall pay additional Purchase Contract Payments on such deferred installments of 57 Purchase Contract Payments at a rate equal to 10.25% per annum, annum compounding quarterly, until such deferred installments are paid in full (such deferred installments of Purchase Contract Payments together with the accrued additional Purchase Contract Payments thereon, being referred to herein as the “Deferred Purchase Contract Payments”)full. Deferred Purchase Contract Payments shall be due on the Payment Date except to the extent that payment is deferred pursuant to this Section. No Except as otherwise provided in Section 5.11(d), in the case of any Security with respect to which Early Settlement of the underlying Purchase Contract Payments may be deferred to a date that is after the Purchase Contract effected on an Early Settlement Date. If the Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder’s Holder will have no right to receive any accrued or deferred Purchase Contract Payments and Deferred Purchase Contract Payments will terminate. Payments. (b) In the event that the Company elects to defer the payment of Purchase Contract Payments on the Purchase Contracts until the Purchase Contract Settlement Date, each Holder will receive on the Purchase Contract Settlement Date, in lieu of a cash payment, a number of shares of Common Stock (in addition to Date a number of shares of Common Stock equal to the applicable Settlement Rate) equal to (x) the aggregate total amount of Deferred deferred Purchase Contract Payments payable to such Holder divided by (y) the Applicable Market Value. No fractional shares of Common Stock will be issued by Notwithstanding the foregoing, the Company with respect shall be required to the payment of Deferred pay cash representing deferred Purchase Contract Payments on the Purchase Contract Settlement DateDate unless the Company gives the Holders and the Purchase Contract Agent notice of its election not to pay cash in satisfaction of its obligations in respect of the deferred Purchase Contract Payments no later than the Trading Day next preceding the Trading Day commencing the period in which the "Applicable Market Value" is determined for purposes of determining the Settlement Rate. In lieu the event that the Company shall satisfy its obligations in respect of fractional shares otherwise issuable with respect to such payment of Deferred deferred Purchase Contract PaymentsPayments in cash, the Holder will be entitled to receive an amount Company shall pay such amounts on the Purchase Contract Settlement Date in cash as provided the manner described in Section 5.10. 5.02(f). (c) In the event the Company exercises its option to defer the payment of Purchase Contract Payments, then, until the Deferred all deferred Purchase Contract Payments have been paid, the Company shall not, and shall not permit any of its subsidiaries to (a) declare or pay any dividends on, make or distributions with respect toon any of the Company's capital stock, or (b) redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock. Notwithstanding the foregoing, the Company and any of its subsidiaries may (1) purchase or acquire its capital stock or make guarantee payments with respect to the foregoing (other than (i) purchases or acquisitions of capital stock of the Company in connection with the satisfaction by the Company it of its obligations under any employee or agent director compensation or benefit plans or under the satisfaction by the Company of its obligations Company's direct stock purchase and dividend reinvestment plans, or pursuant to any contract or security outstanding on the date first day of any such event requiring the Company it to purchase its capital stock, ; (ii2) as a result of a reclassification of the Company’s reclassify its capital stock or the exchange or conversion of convert one class or series of the Company’s its capital stock for another class or series of the Company’s its capital stock, ; (iii3) the purchase of fractional interests in shares of the Company’s its capital stock pursuant to the conversion or exchange provisions of the Company’s such capital stock or the security being converted or exchanged, ; and (iv4) dividends redeem or distributions in capital stock of the Company (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or repurchases of repurchase any rights outstanding under pursuant to a shareholder rights plan). If a Holder effects an Early Settlement or if a Termination Event shall occur, such Holder will have no right to receive any accrued deferred Purchase Contract Paymentsagreement.]

Deferral of Purchase Contract Payments. (a) The Company has the right to defer payment of all or part of the Purchase Contract Payments in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date, but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer such payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Purchase Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Securities, but in any event not less than one Business Day prior to such Record Date. If the Company so elects to defer Purchase Contract Payments, the Company shall pay additional Purchase Contract Payments on such deferred installments of 51 Purchase Contract Payments at a rate equal to 9.5% per annum, compounding quarterly, until such deferred installments are paid in full (such deferred installments of Purchase Contract Payments together with the accrued additional Purchase Contract Payments thereon, being referred to herein as the “Deferred Purchase Contract Payments”)full. Deferred Purchase Contract Payments shall be due on the Payment Date except to the extent that payment is deferred pursuant to this Section. No Except as otherwise provided in Section 5.11(d), in the case of any Security with respect to which Early Settlement of the underlying Purchase Contract Payments may be deferred to a date that is after the Purchase Contract effected on an Early Settlement Date. If the Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder’s Holder will have no right to receive any accrued or deferred Purchase Contract Payments and Deferred Purchase Contract Payments will terminate. Payments. (b) In the event that the Company elects to defer the payment of Purchase Contract Payments on the Purchase Contracts until the Purchase Contract Settlement Date, each Holder will receive on the Purchase Contract Settlement Date, in lieu of a cash payment, a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the applicable Settlement Rate) equal to (x) Date the aggregate amount of Deferred accrued and unpaid Purchase Contract Payments payable to Payments. The Company shall pay such Holder divided by (y) the Applicable Market Value. No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Purchase Contract Payments amounts on the Purchase Contract Settlement Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Purchase Contract Payments, Date in the Holder will be entitled to receive an amount in cash as provided manner described in Section 5.10. 5.02(e). (c) In the event the Company exercises its option to defer the payment of Purchase Contract Payments, then, until the Deferred all deferred Purchase Contract Payments have been paid, the Company shall not (a) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank junior to the Notes in the right of payment issued by the Company, or (b) make any guarantee payments with respect to any guarantee by the Company of any securities of any of its subsidiaries if such guarantee ranks junior to the Notes in the right of payment, (c) declare or pay any dividends onor distributions on any of the Company's capital stock, make distributions with respect to, or (d) redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock or (e) make any distribution or payment of interest on any preferred security which ranks pari passu with the Preferred Securities or on senior deferrable debt with similar deferrable provisions to the senior deferrable notes. Notwithstanding the foregoing, the Company may (1) purchase or acquire its capital stock or make guarantee payments with respect to the foregoing (other than (i) purchases or acquisitions of capital stock of the Company in connection with the satisfaction by the Company it of its obligations under any employee or agent director compensation or benefit plans or under the satisfaction by the Company of its obligations Company's direct stock purchase and dividend reinvestment plans, or pursuant to any contract or security outstanding on the date first day of any such event requiring the Company it to purchase its capital stock, ; (ii2) as a result of a reclassification of the Company’s reclassify its capital stock or the exchange or conversion of convert one class or series of the Company’s its capital stock for another class or series of the Company’s its capital stock, ; (iii3) the purchase of fractional interests in shares of the Company’s its capital stock pursuant to the conversion or exchange provisions of the Company’s such capital stock or the security being converted or exchanged, ; (iv4) declare or pay dividends or distributions in capital stock of the Company (or rights to acquire its capital stock; (5) redeem or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or repurchases of repurchase any rights outstanding pursuant to a rights agreement; and (6) make payments under a shareholder rights plan). If a Holder effects an Early Settlement or if a Termination Event shall occur, such Holder will have no right the Guarantee related to receive any accrued deferred Purchase Contract Paymentsthe Preferred Securities.]

Deferral of Purchase Contract Payments. The Company has the right to defer payment of all or part of the Purchase Contract Payments in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date, but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer such payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Purchase Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Securities, but in any event not less than one Business Day prior to such Record Date. If the Company so elects to defer Purchase Contract Payments, the Company shall pay additional Purchase Contract Payments on such deferred installments of Purchase Contract Payments at a rate equal to ____% per annum, compounding quarterly, until such deferred installments are paid in full (such deferred installments of Purchase Contract Payments together with the accrued additional Purchase Contract Payments thereon, being referred to herein as the “"Deferred Purchase Contract Payments”"). Deferred Purchase Contract Payments shall be due on the Payment Date except to the extent that payment is deferred pursuant to this Section. No Purchase Contract Payments may be deferred to a date that is after the Purchase Contract Settlement Date. If the Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder’s 's right to receive Purchase Contract Payments and Deferred Purchase Contract Payments will terminate. In the event that the Company elects to defer the payment of Purchase Contract Payments on the Purchase Contracts until the Purchase Contract Settlement Date, each Holder will receive on the Purchase Contract Settlement Date, in lieu of a cash payment, a number of shares of [Common Stock Stock] [Preferred Stock] (in addition to a number of shares of [Common Stock Stock] [Preferred Stock] equal to the applicable Settlement Rate) equal to (x) the aggregate amount of Deferred Purchase Contract Payments payable to such Holder divided by (y) the Applicable Market Value. No fractional shares of [Common Stock Stock] [Preferred Stock] will be issued by the Company with respect to the payment of Deferred Purchase Contract Payments on the Purchase Contract Settlement Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Purchase Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.10. In the event the Company exercises its option to defer the payment of Purchase Contract Payments, then, until the Deferred Purchase Contract Payments have been paid, the Company shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock or make guarantee payments with respect to the foregoing (other than (i) purchases or acquisitions of capital stock of the Company in connection with the satisfaction by the Company of its obligations under any employee or agent benefit plans or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Company to purchase its capital stock, (ii) as a result of a reclassification of the Company’s 's capital stock or the exchange or conversion of one class or series of the Company’s 's capital stock for another class or series of the Company’s 's capital stock, (iii) the purchase of fractional interests in shares of the Company’s 's capital stock pursuant to the conversion or exchange provisions of the Company’s 's capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Company (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or repurchases of any rights outstanding under a shareholder rights plan). If a Holder effects an Early Settlement or if a Termination Event shall occur, such Holder will have no right to receive any accrued deferred Purchase Contract Payments.]

Deferral of Purchase Contract Payments. The Company has the right to defer payment of all or part of the Purchase Contract Payments in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date, but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer such payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Purchase Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Securities, but in any event not less than one Business Day prior to such Record Date. If the Company so elects to defer Purchase Contract Payments, the Company shall pay additional Purchase Contract Payments on such deferred installments of Purchase Contract Payments at a rate equal to ____% per annum, compounding quarterly, until such deferred installments are paid in full (such deferred installments of Purchase Contract Payments together with the accrued additional Purchase Contract Payments thereon, being referred to herein as the “"Deferred Purchase Contract Payments”"). Deferred Purchase Contract Payments shall be due on the Payment Date except to the extent that payment is deferred pursuant to this Section. No Purchase Contract Payments may be deferred to a date that is after the Purchase Contract Settlement Date. If the Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder’s 's right to receive Purchase Contract Payments and Deferred Purchase Contract Payments will terminate. In the event that the Company elects to defer the payment of Purchase Contract Payments on the Purchase Contracts until the Purchase Contract Settlement Date, each Holder will receive on the Purchase Contract Settlement Date, in lieu of a cash payment, a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the applicable Settlement Rate) equal to (x) the aggregate amount of Deferred Purchase Contract Payments payable to such Holder divided by (y) the Applicable Market Value. No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Purchase Contract Payments on the Purchase Contract Settlement Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Purchase Contract Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.10. In the event the Company exercises its option to defer the payment of Purchase Contract Payments, then, until the Deferred Purchase Contract Payments have been paid, the Company shall not declare or pay dividends on, make distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock or make guarantee payments with respect to the foregoing (other than (i) purchases or acquisitions of capital stock of the Company in connection with the satisfaction by the Company of its obligations under any employee or agent benefit plans or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Company to purchase its capital stock, (ii) as a result of a reclassification of the Company’s 's capital stock or the exchange or conversion of one class or series of the Company’s 's capital stock for another class or series of the Company’s 's capital stock, (iii) the purchase of fractional interests in shares of the Company’s 's capital stock pursuant to the conversion or exchange provisions of the Company’s 's capital stock or the security being converted or exchanged, (iv) dividends or distributions in capital stock of the Company (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or repurchases of any rights outstanding under a shareholder rights plan). If a Holder effects an Early Settlement or if a Termination Event shall occur, such Holder will have no right to receive any accrued deferred Purchase Contract Payments.]

Deferral of Purchase Contract Payments. (a) The Company has the right to defer payment of all or part of the Purchase Contract Payments in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date, but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer such payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Purchase Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Securities, but in any event not less than one Business Day prior to such Record Date. If the Company so elects to defer Purchase Contract Payments, the Company shall pay additional Purchase Contract Payments on such deferred installments of Purchase Contract Payments at a rate equal to ___% per annum, compounding quarterly, until such deferred installments are paid in full (such deferred installments of Purchase Contract Payments together with the accrued additional Purchase Contract Payments thereon, being referred to herein as the “Deferred Purchase Contract Payments”)full. Deferred Purchase Contract Payments shall be due on the Payment Date except to the extent that payment is deferred pursuant to this Section. No Except as otherwise provided in Section 5.11(d), in the case of any Security with respect to which Early Settlement of the underlying Purchase Contract Payments may be deferred to a date that is after the Purchase Contract effected on an Early Settlement Date. If the Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder’s Holder will have no right to receive any accrued or deferred Purchase Contract Payments and Deferred Purchase Contract Payments will terminate. Payments. (b) In the event that the Company elects to defer the payment of Purchase Contract Payments on the Purchase Contracts until the Purchase Contract Settlement Date, each Holder will receive on the Purchase Contract Settlement Date, in lieu of a cash payment, a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the applicable Settlement Rate) equal to (x) Date the aggregate amount of Deferred accrued and unpaid Purchase Contract Payments payable to Payments. The Company shall pay such Holder divided by (y) the Applicable Market Value. No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Purchase Contract Payments amounts on the Purchase Contract Settlement Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Purchase Contract Payments, Date in the Holder will be entitled to receive an amount in cash as provided manner described in Section 5.10. 5.02(e). (c) In the event the Company exercises its option to defer the payment of Purchase Contract Payments, then, until the Deferred all deferred Purchase Contract Payments have been paid, the Company shall not, and shall not permit any of its subsidiaries to (a) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank junior to the [SUBORDINATED] Notes in the right of payment issued by the Company or any subsidiary of the Company, or (b) make any guarantee payments with respect to any guarantee by the Company of any securities of any of its subsidiaries if such guarantee ranks junior to the [SUBORDINATED] Notes in the right of payment, (c) declare or pay any dividends on, make or distributions with respect to, on any of the Company's capital stock or (d) redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock. Notwithstanding the foregoing, the Company may (1) purchase or acquire its capital stock or make guarantee payments with respect to the foregoing (other than (i) purchases or acquisitions of capital stock of the Company in connection with the satisfaction by the Company it of its obligations under any employee or agent benefit plans or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date first day of any such event requiring the Company it to purchase its capital stock, ; (ii2) as a result of a reclassification of the Company’s reclassify its capital stock or the exchange or conversion of convert one class or series of the Company’s its capital stock for another class or series of the Company’s its capital stock, ; (iii3) the purchase of fractional interests in shares of the Company’s its capital stock pursuant to the conversion or exchange provisions of the Company’s such capital stock or the security being converted or exchanged, ; (iv4) declare dividends or distributions in capital stock of the Company (or rights to acquire its capital stock; and (5) redeem or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or repurchases of repurchase any rights outstanding under pursuant to a shareholder rights plan). If a Holder effects an Early Settlement or if a Termination Event shall occur, such Holder will have no right to receive any accrued deferred Purchase Contract Paymentsagreement.]

Deferral of Purchase Contract Payments. (a) The Company has the right to defer payment of all or part of the Purchase Contract Payments in respect of each Purchase Contract until no later than the Purchase Contract Settlement Date, but only if the Company shall give the Holders and the Purchase Contract Agent written notice of its election to defer such payment (specifying the amount to be deferred) at least ten Business Days prior to the earlier of (i) the next succeeding Payment Date or (ii) the date the Company is required to give notice of the Record Date or Payment Date with respect to payment of such Purchase Contract Payments to the NYSE or other applicable self-regulatory organization or to Holders of the Securities, but in any event not less than one Business Day prior to such Record Date. If the Company so elects to defer Purchase Contract Payments, the Company shall pay additional Purchase Contract Payments on such deferred installments of Purchase Contract Payments at a rate equal to ___% per annum, compounding quarterly, until such deferred installments are paid in full (such deferred installments of Purchase Contract Payments together with the accrued additional Purchase Contract Payments thereon, being referred to herein as the “Deferred Purchase Contract Payments”)full. Deferred Purchase Contract Payments shall be due on the Payment Date except to the extent that payment is deferred pursuant to this Section. No Except as otherwise provided in Section 5.11(d), in the case of any Security with respect to which Early Settlement of the underlying Purchase Contract Payments may be deferred to a date that is after the Purchase Contract effected on an Early Settlement Date. If the Purchase Contracts are terminated upon the occurrence of a Termination Event, the Holder’s Holder will have no right to receive any accrued or deferred Purchase Contract Payments and Deferred Purchase Contract Payments will terminate. Payments. (b) In the event that the Company elects to defer the payment of Purchase Contract Payments on the Purchase Contracts until the Purchase Contract Settlement Date, each Holder will receive on the Purchase Contract Settlement Date, in lieu of a cash payment, a number of shares of Common Stock (in addition to a number of shares of Common Stock equal to the applicable Settlement Rate) equal to (x) Date the aggregate amount of Deferred accrued and unpaid Purchase Contract Payments payable to Payments. The Company shall pay such Holder divided by (y) the Applicable Market Value. No fractional shares of Common Stock will be issued by the Company with respect to the payment of Deferred Purchase Contract Payments amounts on the Purchase Contract Settlement Date. In lieu of fractional shares otherwise issuable with respect to such payment of Deferred Purchase Contract Payments, Date in the Holder will be entitled to receive an amount in cash as provided manner described in Section 5.10. 5.02(e). (c) In the event the Company exercises its option to defer the payment of Purchase Contract Payments, then, until the Deferred all deferred Purchase Contract Payments have been paid, the Company shall not, and shall not permit any of its subsidiaries to (a) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank junior to the Notes in the right of payment issued by the Company or any subsidiary of the Company, or (b) make any guarantee payments with respect to any guarantee by the Company of any securities of any of its subsidiaries if such guarantee ranks junior to the Notes in the right of payment, (c) declare or pay any dividends on, make or distributions with respect to, on any of the Company's capital stock or (d) redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any of the Company's capital stock. Notwithstanding the foregoing, the Company may (1) purchase or acquire its capital stock or make guarantee payments with respect to the foregoing (other than (i) purchases or acquisitions of capital stock of the Company in connection with the satisfaction by the Company it of its obligations under any employee or agent benefit plans or the satisfaction by the Company of its obligations pursuant to any contract or security outstanding on the date first day of any such event requiring the Company it to purchase its capital stock, ; (ii2) as a result of a reclassification of the Company’s reclassify its capital stock or the exchange or conversion of convert one class or series of the Company’s its capital stock for another class or series of the Company’s its capital stock, ; (iii3) the purchase of fractional interests in shares of the Company’s its capital stock pursuant to the conversion or exchange provisions of the Company’s such capital stock or the security being converted or exchanged, ; (iv4) declare dividends or distributions in capital stock of the Company (or rights to acquire its capital stock; and (5) redeem or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (v) redemptions or repurchases of repurchase any rights outstanding under pursuant to a shareholder rights plan). If a Holder effects an Early Settlement or if a Termination Event shall occur, such Holder will have no right to receive any accrued deferred Purchase Contract Paymentsagreement.]