Common use of Option to Defer Interest Payments Clause in Contracts

Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Indenture, the Company, at its option, may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest as provided for in Section 2.5(a) above. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:

Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base Indenture, the Company, at its option, may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to 10 ten consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest as provided for in Section 2.5(a) aboveat a rate equal to 7.70% per annum, to the extent permitted by applicable law. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:

Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Indenture, At the Company, at its ’s option, it may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest as provided for in Section 2.5(a) aboveat a rate equal to the Coupon Rate then applicable to the Junior Subordinated Notes, to the extent permitted by applicable law. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such timeNotes, it will not and its Subsidiaries shall not do any of the following:: • declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s capital stock; • make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or • make any guarantee payments on any guarantee of debt securities if the guarantee ranks on a parity with or junior to the Junior Subordinated Notes. However, at any time, including during an Optional Deferral Period, the Company may: • pay stock dividends or distributions in additional shares of its capital stock; • declare or pay a dividend in connection with the implementation of a shareholders’ rights plan, or issue stock under such a plan or repurchase such rights; and • purchase common stock for issuance pursuant to any employee benefit plans or dividend reinvestment and direct stock purchase plans.

Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Base Indenture, the Company, at its option, may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to 10 ____ consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest as provided for in Section 2.5(a) aboveat a rate equal to _____% per annum, to the extent permitted by applicable law. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. [Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:

Option to Defer Interest Payments. SECTION 4.1 Option to Defer Interest Payments. So long as there is no Event of Default under the Indenture with respect to the Junior Subordinated Notes under the Indenturethat is continuing, the Company, at its option, may, on one or more occasions, Partnership may defer payment of all or part of the current and accrued interest otherwise due payments on the Junior Subordinated Notes for a period of up to 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”), except that no such Optional Deferral Period may extend beyond the Stated Maturity or redemption date, if earlier, of the Notes and the Partnership may not begin a new Optional Deferral Period until it has paid all accrued interest on the Notes from the previous Optional Deferral Period. A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to During the persons in whose names Optional Deferral Period, the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will continue to accrue at the Three-Month LIBOR Rate plus 301.75 basis points (3.0175%) reset quarterly. In addition, Additional Interest as provided for in Section 2.5(a) above. Once the Company pays all on any deferred interest payments will accrue at a rate equal to the Coupon Rate then applicable to the Notes, compounded quarterly, to the extent permitted by law. Before the end of any Optional Deferral Period that is shorter than 10 consecutive years, the Partnership may extend the Optional Deferral Period, so long as the entire Optional Deferral Period does not exceed 10 consecutive years or extend beyond the Stated Maturity or Redemption Date, if earlier, of the Notes. The Partnership may also elect to shorten the length of any Optional Deferral Period. No Optional Deferral Period (including as extended or shortened) may end on a day other than the last day of a scheduled quarterly Interest Payment Period. At the end of any Optional Deferral Period, if all amounts then due on the Junior Subordinated Notes, including any Additional Interest accrued on Interest, have been paid, the deferred interest, it shall be entitled Partnership may elect to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:begin a new Optional Deferral Period.

Option to Defer Interest Payments. So Pursuant to Section 3.09 of the Indenture, so long as there is no Event of Default has occurred and is continuing with respect to the Junior Subordinated Notes under the IndentureDebentures, the CompanyCorporation shall have a right to defer quarterly interest payments on the Debentures, at its optionfrom time to time, may, on for one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period periods (“Optional Deferral Periods”) of up to 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “per Optional Deferral Period”). A However, a deferral of interest payments may not end on a date other than an Interest Payment Date and may cannot extend beyond the Stated Maturity Date of the Junior Subordinated NotesDebentures. During an Optional Deferral Period, interest will continue to accrue on the Debentures, compounded quarterly and deferred interest payments will accrue additional interest at a rate equal to the Company may not begin a new interest rate on the Debentures, to the extent permitted by applicable law. No interest will be due and payable on the Debentures until the end of the Optional Deferral Period and may not pay current interest on except upon a redemption of the Junior Subordinated Notes until it has paid all accrued interest on Debentures during the Junior Subordinated Notes from the previous Optional Deferral Period. Such The Corporation may pay at any time all or any portion of the interest accrued interest shall to that point during an Optional Deferral Period. At the end of the Optional Deferral Period or on any redemption date, the Corporation will be payable obligated to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Datepay all accrued and unpaid interest. Any deferred Once all accrued and unpaid interest on the Junior Subordinated Notes will accrue Additional Interest as provided for in Section 2.5(a) above. Once Debentures has been paid, the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled to Corporation again can defer interest payments on the Junior Subordinated Notes Debentures as described above, but provided that an Optional Deferral Period cannot extend beyond the Stated Maturity Date of the Junior Subordinated NotesDebentures. Unless If the Company has paid Corporation defers interest for a period of 10 consecutive years from the commencement of an Optional Deferral Period, the Corporation will be required to pay all accrued and payable unpaid interest at the conclusion of the 10-year period. If the Corporation fails to pay in full all accrued and unpaid interest at the conclusion of the 10-year period and such failure continues for 30 days, an Event of Default that gives rise to acceleration of principal and interest on the Junior Subordinated Notes and is not deferring Debentures will occur under the Indenture. During any period in which the Corporation defers interest payments on the Junior Subordinated Notes at such timeDebentures, it the Corporation will not, and will cause its majority-owned subsidiaries not and its Subsidiaries shall not to, do any of the following:

Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Indenture, At the Company, at its ’s option, it may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “"Optional Deferral Period”"). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest as provided for in Section 2.5(a) aboveat a rate equal to the Coupon Rate then applicable to the Junior Subordinated Notes, to the extent permitted by applicable law. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such timeNotes, it will not and its Subsidiaries shall not do any of the following:: • declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s capital stock; • make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or • make any guarantee payments on any guarantee of debt securities if the guarantee ranks on a parity with or junior to the Junior Subordinated Notes. However, at any time, including during an Optional Deferral Period, the Company may: • pay stock dividends or distributions in additional shares of its capital stock; • declare or pay a dividend in connection with the implementation of a shareholders’ rights plan, or issue stock under such a plan or repurchase such rights; and • purchase common stock for issuance pursuant to any employee benefit plans or dividend reinvestment and direct stock purchase plans.

Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Indenture, the Company, at its option, may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated NotesNotes (October 1, 2054), and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest as provided for in Section 2.5(a) aboveat a rate equal to the Coupon Rate then applicable to the Junior Subordinated Notes, to the extent permitted by applicable law. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:

Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the IndentureDebentures has occurred or is continuing, the CompanyCompany shall have the right, at its optionany time and from time to time, may, to defer the payment of interest on the Subordinated Debentures for one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period Optional Deferral Period (as defined below) of up to 10 five consecutive years (each periodyears, commencing on the date provided, however, that the first such interest payment would otherwise have been made, an “no Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not Period shall extend beyond the Stated Maturity Date, any earlier accelerated maturity date arising from an Event of Default or any other earlier redemption of the Junior Subordinated Notes, and Debentures. If the Company may not has paid all deferred interest (including compounded interest thereon) on the Subordinated Debentures, the Company shall have the right to elect to begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous pursuant to this Section 1.04. During any Optional Deferral Period. Such accrued , interest shall be payable continue to accrue on the Subordinated Debentures, and deferred interest payments shall accrue additional interest at the then applicable interest rate on the Subordinated Debentures, compounded semi-annually as of each Interest Payment Date to the persons extent permitted by applicable law. No interest otherwise due during an Optional Deferral Period shall be due and payable on the Subordinated Debentures until the end of such Optional Deferral Period except upon an acceleration or redemption of the Subordinated Debentures during such deferral period. At the end of any Optional Deferral Period, the Company shall pay all deferred interest (including compounded interest thereon) on the Subordinated Debentures to the Persons in whose names the Junior Subordinated Notes Debentures are registered at the close of business on the Regular Record Date next preceding such with respect to the Interest Payment DateDate at the end of such Optional Deferral Period. Any deferred interest on At the Junior Subordinated Notes will accrue Additional Interest as provided for in Section 2.5(a) above. Once end of five years following the commencement of any Optional Deferral Period, the Company pays shall pay all accrued and unpaid deferred interest, including compounded interest thereon, and the Company’s failure to pay all such accrued and unpaid deferred interest, including compounded interest thereon, for a period of 30 days after the conclusion of such five-year period shall result in an Event of Default giving rise to a right of acceleration. If, at the end of any Optional Deferral Period, the Company shall have paid all deferred interest payments due on the Junior Subordinated NotesDebentures, including any Additional Interest accrued on the deferred compounded interest, it shall be entitled to the Company may again defer interest payments on the Junior Subordinated Notes Debentures as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:.

Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the IndentureDebentures has occurred or is continuing, the CompanyCompany shall have the right, at its optionany time and from time to time, may, to defer the payment of interest on the Subordinated Debentures for one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period Optional Deferral Period (as defined below) of up to 10 five consecutive years (each periodyears, commencing on the date provided, however, that the first such interest payment would otherwise have been made, an “no Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not Period shall extend beyond the Stated Maturity Date, any earlier accelerated maturity date arising from an Event of Default or any other earlier redemption of the Junior Subordinated Notes, and Debentures. If the Company may not has paid all deferred interest (including compounded interest thereon) on the Subordinated Debentures, the Company shall have the right to elect to begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous pursuant to this Section 1.04. During any Optional Deferral Period. Such accrued , interest shall be payable continue to accrue on the Subordinated Debentures, and deferred interest payments shall accrue additional interest at the then applicable interest rate on the Subordinated Debentures, compounded quarterly as of each Interest Payment Date to the persons extent permitted by applicable law. No interest otherwise due during an Optional Deferral Period shall be due and payable on the Subordinated Debentures until the end of such Optional Deferral Period except upon an acceleration or redemption of the debentures during such deferral period. At the end of any Optional Deferral Period, the Company shall pay all deferred interest (including compounded interest thereon) on the Subordinated Debentures to the Persons in whose names the Junior Subordinated Notes Debentures are registered at the close of business on the Regular Record Date next preceding such with respect to the Interest Payment DateDate at the end of such Optional Deferral Period. Any deferred interest on At the Junior Subordinated Notes will accrue Additional Interest as provided for in Section 2.5(a) above. Once end of five years following the commencement of any Optional Deferral Period, the Company pays shall pay all accrued and unpaid deferred interest, including compounded interest thereon, and the Company’s failure to pay all such accrued and unpaid deferred interest, including compounded interest thereon, for a period of 30 days after the conclusion of such five-year period shall result in an Event of Default giving rise to a right of acceleration. If, at the end of any Optional Deferral Period, the Company shall have paid all deferred interest payments due on the Junior Subordinated NotesDebentures, including any Additional Interest accrued on the deferred compounded interest, it shall be entitled to the Company may again defer interest payments on the Junior Subordinated Notes Debentures as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:.

Option to Defer Interest Payments. So long as We will have the right under the subordinated indenture to defer, and will defer if directed to do so by any then applicable regulatory authority, the payment of interest on the junior subordinated debentures at any time or from time to time. We may not defer interest payments for any period of time that (i) exceeds 20 consecutive interest payment dates (or the equivalent if interest periods are not at the time quarterly), or (ii) extends beyond the stated maturity date or any redemption date of the junior subordinated debentures. Any deferral period must end on an interest payment date. Prior to the termination of any deferral period, we may extend such deferral period, provided such extended deferral period complies with these limitations. No interest will be due and payable during a deferral period except at the end thereof. At the end of a deferral period, we must pay all interest then accrued and unpaid, together with any interest on the accrued and unpaid interest, to the extent permitted by applicable law. Upon the termination of any deferral period, and the payment of all amounts then due, we may begin a new deferral period, subject to the limitations described above. Subject to the foregoing, there is no Event of Default with respect to the Junior Subordinated Notes under the Indenture, the Company, at its option, may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due limitation on the Junior Subordinated Notes for number of times that we may begin or extend a period of up to 10 consecutive years (each deferral period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments We may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any any deferred interest on the Junior Subordinated Notes will accrue Additional Interest as provided for junior subordinated debentures, including additional interest accrued thereon, in Section 2.5(a) abovecash on any interest payment date following the beginning of the deferral period. Once the Company pays all deferred interest payments If on the Junior Subordinated Notes, including stock purchase date we elect not to pay any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable unpaid deferred interest on the Junior Subordinated Notes junior subordinated debentures and there is a successful remarketing, we will pay such deferred interest out of the proceeds of the successful remarketing. If we exercise our right to defer payments of interest on the junior subordinated debentures, we intend to treat the junior subordinated debentures as reissued, solely for U.S. federal income tax purposes, with original issue discount, and you would generally be required to accrue such original issue discount as ordinary income using a constant yield method prescribed by Treasury regulations. As a result, the income that you would be required to accrue would exceed the interest payments that you would actually receive. If we are deferring interest on the junior subordinated debentures and there is a failed final remarketing, then on the stock purchase date we will pay the holders of Corporate Units deferred interest on the junior subordinated debentures in “additional subordinated notes” that have a principal amount equal to the aggregate amount of deferred interest as of the stock purchase date, mature on a maturity date determined at the time of their issuance but in no event earlier than the later of August 17, 2012 and the date that is five years following the commencement of the deferral period, bear interest at a rate per annum equal to the rate of interest originally in effect on the junior subordinated debentures, are subordinate and rank junior in right of payment to all of our senior debt on the same basis as the junior subordinated debentures, and are redeemable by us at any time prior to their stated maturity at their principal amount plus accrued and unpaid interest through the redemption date. If the property trustee is the sole holder of the junior subordinated debentures, Xxxxxx Xxxxxxx will give the property trustee and the Delaware trustee written notice of its selection of a deferral period no more than 15 business days before the next succeeding date on which the distributions on the PEPS Units are payable. If such selection is made prior to the stock purchase date, the property trustee will give notice of Xxxxxx Xxxxxxx’x selection of a deferral period to the holders of the Corporate Units. If the property trustee is not deferring any the sole holder, or is not itself the holder, of the junior subordinated debentures, Xxxxxx Xxxxxxx will give the holders of the junior subordinated debentures and the property trustee written notice of its selection of a deferral period at least 10 business days before the earlier of: • the next interest payment date; and • the date Xxxxxx Xxxxxxx is required to give notice to holders of the junior subordinated debentures of the record or payment date for the related interest payment. Xxxxxx Xxxxxxx has no present intention of exercising its right to defer payments of interest on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:junior subordinated debentures.

Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Indenturehas occurred and is continuing, the Company, at its option, may, Company shall have the right on one or more occasionsoccasions (subject to the last sentence of this Section 4.1), to defer the payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of one or more Interest Payment Periods up to 10 40 consecutive years Interest Payment Periods (each such deferral period, commencing on the date that the first such interest payment otherwise would otherwise have been madedue, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not , provided that no Optional Deferral Period (including as extended or shortened in the manner described below) shall (i) extend beyond the Stated Maturity of the Junior Subordinated or, with respect to any Notes, and the Redemption Date applicable to such Notes, or (ii) end on a day other than the last day of an Interest Payment Period. Before the termination of any Optional Deferral Period that is shorter than 40 consecutive Interest Payment Periods, the Company may further extend such Optional Deferral Period, provided that the Optional Deferral Period as so extended, and including all prior extensions thereof, shall not begin exceed 40 consecutive Interest Payment Periods, or extend beyond the Stated Maturity or, with respect to any Notes, the Redemption Date applicable to such Notes. Subject to the limitation set forth in clause (ii) of the second immediately preceding sentence, the Company may elect to shorten the duration of any Optional Deferral Period. The Company shall give the Holders and the Trustee written notice of its election of an Optional Deferral Period or any shortening or extension thereof at least ten Business Days before the earlier of (x) the next succeeding Interest Payment Date, or (y) if the Notes are then listed on any securities exchange, the date the Company is required to give notice to such securities exchange or other applicable self-regulatory organization or to Holders of such next succeeding Interest Payment Date or of the Regular Record Date therefor. If the Company shall fail to pay interest on the Notes on any Interest Payment Date, the Company shall be deemed to have elected to defer payment of such interest for the Interest Payment Period immediately preceding such Interest Payment Date, unless the Company shall pay such interest in full within five Business Days after any such Interest Payment Date. Notwithstanding the foregoing, the failure of the Company to provide notice in accordance with the immediately preceding paragraph of its election to commence or shorten or extend any Optional Deferral Period, including any deemed election as provided in the immediately preceding sentence, shall not affect the validity of such optional deferral hereunder. During an Optional Deferral Period, interest will continue to accrue on the Notes at the Interest Rate and interest on the deferred interest will accrue at the Interest Rate, compounded quarterly, as of each Interest Payment Date occurring during such Optional Deferral Period, to the extent permitted by applicable law (the “Compound Interest”). No interest shall be due and payable during an Optional Deferral Period except at the end of such Optional Deferral Period or upon a new redemption of the Notes during such Optional Deferral Period. Any interest, including Compound Interest, so deferred during an Optional Deferral Period shall forthwith cease to be payable to the Holders on the Regular Record Date with respect to each Interest Payment Date occurring during such Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable paid to the persons Person or Persons in whose names name the Junior Subordinated Notes are registered at the close of business on the a Special Record Date next preceding such (the “Special Record Date”), which shall be the Regular Record Date with respect to the Interest Payment DateDate at the end of (that is, on the day next succeeding the conclusion of) such Optional Deferral Period. Any Upon payment by the Company of deferred interest on the Junior Subordinated Notes will accrue Additional Interest as provided for in Section 2.5(a) above. Once Notes, the Company pays all deferred interest payments on shall have the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled right to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the following:elect to begin a new Optional Deferral Period pursuant to this Section 4.1.

Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Indenturehas occurred and is continuing, the Company, at its option, Company may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due payments on the Junior Subordinated Notes for a period one or more Optional Deferral Periods of up to 10 five consecutive years (each periodyears, commencing on provided that no Optional Deferral Period shall extend beyond May 15, 2061, any earlier accelerated maturity date arising from an Event of Default or any other earlier repurchase or redemption of the date that the first such interest payment would otherwise have been made, an “Notes. During any Optional Deferral Period”). A deferral of , interest shall continue to accrue on the Notes, and deferred interest payments may not end shall accrue additional interest at the then applicable interest rate on a date other than an the Notes, compounded quarterly as of each Interest Payment Date and may not extend beyond to the Stated Maturity of the Junior Subordinated Notesextent permitted by applicable law. During any Optional Deferral Period, and the Company may not begin a new Optional Deferral Period and may not pay shall be prohibited from paying current interest on the Junior Subordinated Notes until it has paid all accrued and unpaid deferred interest plus any accrued interest thereon has been paid. No interest otherwise due during an Optional Deferral Period shall be due and payable on the Junior Subordinated Notes from until the previous end of such Optional Deferral Period except upon an acceleration, repurchase or redemption of the Notes during such deferral period. At the end of five years following the commencement of any Optional Deferral Period, the Company shall pay all accrued and unpaid deferred interest, including compounded interest thereon if it has not been paid before that time. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered If, at the close end of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest as provided for in Section 2.5(a) above. Once any Optional Deferral Period, the Company pays shall have paid all deferred interest payments due on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred compounded interest, it shall be entitled to the Company may again defer interest payments on the Junior Subordinated Notes as described above, but not beyond Notes. The Company shall give written notice of its election to commence or continue any Optional Deferral Period to the Stated Maturity Trustee and the Holders of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such time, it will least two Business Days and not and its Subsidiaries shall not do any of more than 60 Business Days before the following:next Interest Payment Date.

Option to Defer Interest Payments. So long as there is no Event of Default with respect to the Junior Subordinated Notes under the Indenture, At the Company, at its ’s option, it may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest as provided for in Section 2.5(a) aboveat a rate equal to the Coupon Rate then applicable to the Junior Subordinated Notes, to the extent permitted by applicable law. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments on the Junior Subordinated Notes at such timeNotes, it will not and its Subsidiaries shall not do any of the following:: • declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s capital stock; • make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or • make any guarantee payments on any guarantee of debt securities if the guarantee ranks on a parity with or junior to the Junior Subordinated Notes. However, at any time, including during an Optional Deferral Period, the Company may: • pay stock dividends or distributions in additional shares of its capital stock; • declare or pay a dividend in connection with the implementation of a shareholders’ rights plan, or issue stock under such a plan or repurchase such rights; and • purchase common stock for issuance pursuant to any employee benefit plans or dividend reinvestment and direct stock purchase plans.