Common use of Option to Extend Interest Payment Period Clause in Contracts

Option to Extend Interest Payment Period. The Company shall have the right at any time during the term of the Securities to defer interest payments from time to time by extending the interest payment period for successive periods (each, an "Extension Period") not exceeding 20 consecutive quarters for each such period; PROVIDED, no Extension Period may extend beyond the maturity date of the Securities. At the end of each Extension Period, the Company shall be responsible for the payment of, and the Company shall pay all interest then accrued and unpaid (including Additional Interest and Liquidated Damages) together with interest thereon compounded quarterly at the rate specified for the Securities to the extent permitted by applicable law ("Compounded Interest"); PROVIDED, that during any Extension Period, the Company shall not, and shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (i) 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 (except for (1) dividends or distributions in shares of Common Stock on Common Stock or on the Preferred Stock, (2) purchases or acquisitions of shares of Common Stock made in connection with any employee benefit plan of the Company or its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases by the Company made from officers or employees of the Company or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed market value on the date of any such repurchase and shall not exceed $1 million in the aggregate for all such employees and officers, (3) conversions or exchanges of shares of Common Stock of any one class into shares of Common Stock of another class or (4) purchases of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of any of the Company's securities being converted or exchanged), (ii) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem, any debt securities issued by the Company that rank junior to or PARI PASSU with the Securities and (iii) make any guarantee payments with respect to the foregoing. Prior to the termination of any such Extension Period, the Company may further extend such Extension Period; PROVIDED, that such Extension Period together with all previous and further extensions thereof may not exceed 20 consecutive quarters and may not extend beyond the maturity of the Securities. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirements. No interest during an Extension Period, except at the end thereof, shall be due and payable. If the Property Trustee is the sole holder of the Securities at the time the Company selects an Extension Period, the Company shall give notice to the Regular Trustees, the Property Trustee and the Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Preferred Securities are payable or (ii) if the Preferred Securities are listed on the New York Stock Exchange, Inc. ("NYSE") or other stock exchange or quotation system, the date the Trust is required to give notice to the NYSE or other applicable self-regulatory organization or to holders of the Preferred Securities on the record date or the date such distributions are payable, but in any event not less than ten Business Days prior to such record date. If the Property Trustee is not the sole holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders and the Trustee notice of its selection of an Extension Period at least ten Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Preferred Securities are listed on the NYSE or other stock exchange or quotation system, the date the Company is required to give notice to NYSE or other applicable self-regulatory organization or to holders of the Securities on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. The quarter in which any notice is given pursuant to the second and third paragraphs of this Section 3 shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph of this Section 3.

Option to Extend Interest Payment Period. The (a) So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time during the term of the Securities Convertible Debentures to defer interest payments (including Additional Payments) from time to time by extending the interest payment period for successive periods (each, an "Extension Period") not exceeding 20 consecutive quarters for each such period; PROVIDED, PROVIDED that no Extension Period may extend beyond the maturity date of the SecuritiesConvertible Debentures. At the end of each Extension Period, the Company shall be responsible for the payment of, and the Company shall pay all interest then accrued and unpaid (including Additional Interest and Liquidated Damages) together with interest thereon compounded quarterly at the rate specified for the Securities Convertible Debentures to the extent permitted by applicable law ("Compounded Interest"); PROVIDED, PROVIDED that during any Extension Period, the Company shall not, and shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (i) not declare or pay dividends on, or make distributions a distribution with respect to, or redeem, redeem or purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (except for other than (1) dividends or distributions in shares of Common Stock on Common Stock or on the Preferred Stock, (2A) purchases or acquisitions of shares of Sun Common Stock made in connection with the satisfaction by the Company of its obligations under any employee benefit plan of plans or the Company or its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases satisfaction by the Company made from officers of its obligations pursuant to any contract or employees security requiring the Company to purchase shares of Sun Common Stock, (B) as a result of a reclassification of the Company Company's capital stock or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed market value on the date exchange or conversion of any such repurchase and shall not exceed $1 million in the aggregate for all such employees and officers, (3) conversions or exchanges of shares of Common Stock of any one class into shares or series of Common Stock of the Company's capital stock for another class or series of the Company's capital stock or (4C) purchases the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of any of such capital stock or the Company's securities security being converted or exchangedexchanged (or make any guarantee payments with respect to the foregoing), (ii) not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem, redeem any debt securities (including guarantees) issued by the Company that rank junior to or PARI PASSU with or junior to the Securities Convertible Debentures (except by conversion into or exchange for shares of its capital stock) and (iii) not make any guarantee payments with respect to the foregoingforegoing (other than pursuant to the Guarantee). Prior to the termination of any such Extension Period, the Company may further extend such Extension Period; PROVIDED, PROVIDED that such Extension Period Period, together with all such previous and further extensions thereof thereof, may not exceed 20 consecutive quarters and may not or extend beyond the maturity date of the SecuritiesConvertible Debentures. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirements. No interest during an Extension Period, except at the end thereof, shall be due and payable. . (b) If the Property Trustee is the sole holder Holder of the Securities Convertible Debentures at the time the Company selects an Extension Period, the Company shall give written notice to the Regular Trustees, Administrative Trustees and the Property Trustee and the Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Convertible Preferred Securities are payable or (ii) if the Convertible Preferred Securities are listed on the New York Stock Exchange, Inc. ("NYSE") Exchange or other stock exchange or quotation system, the date the Trust is required to give notice to the NYSE New York Stock Exchange or other applicable self-regulatory organization or to holders of the Convertible Preferred Securities on of the record date or the date such distributions are payable, but in any event not less than ten 10 Business Days prior to such record date. The Company shall cause the Trust to give notice of the Company's selection of such Extension Period to the holders of the Convertible Preferred Securities. (c) If the Property Trustee is not the sole holder of the Securities Convertible Debentures at the time the Company selects an Extension Period, the Company shall give the Holders of the Convertible Debentures and the Trustee written notice of its selection of an such Extension Period at least ten 10 Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Convertible Preferred Securities are listed on the NYSE New York Stock Exchange or other stock exchange or quotation system, the date the Company is required to give notice to NYSE the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Securities Convertible Debentures on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. . (d) The quarter in which any notice is given pursuant to the second paragraphs (b) and third paragraphs of this Section 3 (c) hereof shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph of this Section 3(a) hereof.

Option to Extend Interest Payment Period. The (a) So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time during the term of the Securities to defer payments of interest payments from time to time on the Series A Debentures by extending the interest payment period of the Series A Debentures at any time from time to time for successive up to 20 consecutive quarterly interest periods (each, each such period an "Extension Extended Interest Payment Period") not exceeding 20 consecutive quarters for each such period; PROVIDED), no Extension Period may extend beyond the maturity date of the Securities. At at the end of each Extension Period, the Company shall be responsible for the payment of, and which period the Company shall pay all interest then accrued at the interest rate specified in Section 2.05 (a) herein compounded quarterly and unpaid thereon (including Additional together with Compounded Interest and Liquidated Damages) together with interest thereon compounded quarterly at the rate specified for the Securities to the extent permitted by applicable law ("Compounded Additional Interest", if any); PROVIDED, that during PROVIDED THAT no Extended Interest Payment Period may extend beyond the Maturity Date or redemption date of the Series A Debentures. (b) During any Extension Extended Interest Payment Period, the Company shall not, and shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (i) declare or pay any dividends on, make distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a distribution or liquidation payment with respect to, any of its capital stock stock, other than: (except for (1A) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, the Common Stock; (B) any declaration of Common Stock on Common Stock or on the Preferred Stock, (2) purchases or acquisitions of shares of Common Stock made a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any employee benefit such plan of the Company or its subsidiaries in the ordinary course of business future, or pursuant to employment agreements with officers the redemption or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases by the Company made from officers or employees of the Company or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed market value on the date repurchase of any such repurchase and shall not exceed $1 million in rights pursuant thereto; (C) as a result of a reclassification of the aggregate for all such employees and officers, (3) conversions Company's capital stock or exchanges the exchange or the conversion of shares of Common Stock of any one class into shares or series of Common Stock of the Company's capital stock for another class or series of the Company's capital stock; (4D) purchases the payment of accrued dividends and the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (E) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company's securities being converted or exchanged)benefit plans for its directors, (ii) make any payment of interestofficers, principal or premium, if any, on or repay, repurchase or redeememployees, any debt securities issued by of the Company that rank junior to Company's dividend reinvestment plans or PARI PASSU with stock purchase plans, or any of the Securities and (iii) make any guarantee payments with respect to the foregoing. Prior to the termination benefit plans of any such Extension Period, the Company may further extend such Extension Period; PROVIDED, that such Extension Period together with all previous and further extensions thereof may not exceed 20 consecutive quarters and may not extend beyond the maturity of the Securities. Upon the termination of any Extension Period and the payment of all amounts then dueCompany's Affiliates for such Affiliates' directors, the Company may commence a new Extension Period, subject to the above requirements. No interest during an Extension Period, except at the end thereof, shall be due and payable. If the Property Trustee is the sole holder of the Securities at the time the Company selects an Extension Period, the Company shall give notice to the Regular Trustees, the Property Trustee and the Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Preferred Securities are payable officers or (ii) if the Preferred Securities are listed on the New York Stock Exchange, Inc. ("NYSE") or other stock exchange or quotation system, the date the Trust is required to give notice to the NYSE or other applicable self-regulatory organization or to holders of the Preferred Securities on the record date or the date such distributions are payable, but in any event not less than ten Business Days prior to such record date. If the Property Trustee is not the sole holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders and the Trustee notice of its selection of an Extension Period at least ten Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Preferred Securities are listed on the NYSE or other stock exchange or quotation system, the date the Company is required to give notice to NYSE or other applicable self-regulatory organization or to holders of the Securities on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. The quarter in which any notice is given pursuant to the second and third paragraphs of this Section 3 shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph of this Section 3.employees;

Option to Extend Interest Payment Period. (a) The Company shall have the right at any time during the term of the Securities to defer interest payments from time to time by extending the interest payment period for successive periods (each, an "Extension Period") not exceeding 20 consecutive quarters for each such period; PROVIDED, no Extension Period may extend beyond the maturity date of the Securities. At the end of each Extension Period, the Company shall be responsible for the payment of, and the Company shall pay all interest then accrued and unpaid (including Additional Interest and Liquidated Damages) together with interest thereon compounded quarterly at the rate specified for the Securities to the extent permitted by applicable law ("Compounded Interest"); PROVIDED, that during any Extension Period, the Company shall not, and shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly wholly-owned Subsidiaries) to, (i) 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 (except for (1) dividends or distributions in shares of Common Stock on Common Stock or on the Preferred Stock, (2) purchases or acquisitions of shares of Common Stock made in connection with any employee benefit plan of the Company or its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases by the Company made from officers or employees of the Company or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed the market value on the date of any such repurchase and shall not exceed $1 million in the aggregate for all such employees and officers, (3) conversions or exchanges of shares of Common Stock common stock of any one class into shares of Common Stock common stock of another class or (4) purchases of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of any of the Company's securities being converted or exchanged), (ii) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem, any debt securities issued by the Company that rank junior to or PARI PASSU with the Securities and (iii) make any guarantee payments with respect to the foregoing. Prior to the termination of any such Extension Period, the Company may further extend such Extension Period; PROVIDED, that such Extension Period together with all previous and further extensions thereof may not exceed 20 consecutive quarters and may not extend beyond the maturity of the Securities. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirements. No interest during an Extension Period, except at the end thereof, shall be due and payable. If the Property Trustee is the sole holder of the Securities at the time the Company selects an Extension Period, the Company shall give notice to the Regular Trustees, the Property Trustee and the Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Preferred Securities are payable or (ii) if the Preferred Securities are listed on the New York Stock Exchange, Inc. ("NYSE") or other stock exchange or quotation system, the date the Trust is required to give notice to the NYSE or other applicable self-regulatory organization or to holders of the Preferred Securities on the record date or the date such distributions are payable, but in any event not less than ten Business Days prior to such record date. If the Property Trustee is not the sole holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders and the Trustee notice of its selection of an Extension Period at least ten Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Preferred Securities are listed on the NYSE or other stock exchange or quotation system, the date the Company is required to give notice to NYSE or other applicable self-regulatory organization or to holders of the Securities on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. The quarter in which any notice is given pursuant to the second and third paragraphs of this Section 3 shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph of this Section 3.exceed

Option to Extend Interest Payment Period. (a) The Company shall have the right at any time during the term of the Securities to defer interest payments (including Additional Payments) from time to time by extending the interest payment period for successive periods (each, an "Extension Period") not exceeding 20 consecutive quarters for each such period; PROVIDEDprovided, no Extension Period may extend beyond the maturity date of the Securities. At the end of each Extension Period, the Company shall be responsible for the payment of, and the Company shall pay all interest then accrued and unpaid (including Additional Interest and Liquidated DamagesInterest) together with interest thereon compounded quarterly at the rate specified for the Securities to the extent permitted by applicable law ("Compounded Interest"); PROVIDEDprovided, that during any Extension Period, the Company shall not, and shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (i) not declare or pay dividends on, or make distributions a distribution with respect to, or redeem, redeem or purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (except for other than (1) dividends or distributions in shares of Common Stock on Common Stock or on the Preferred Stock, (2A) purchases or acquisitions of shares of Common Stock made in connection with the satisfaction by the Company of its obligations under any employee benefit plan of plans or the Company or its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases satisfaction by the Company made from officers of its obligations pursu- 37 ant to any contract or employees of security requiring the Company or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed market value on the date of any such repurchase and shall not exceed $1 million in the aggregate for all such employees and officers, (3) conversions or exchanges of purchase shares of Common Stock Stock, (B) as a result of any a re- classification of the Company's capital stock or the exchange or conversion of one class into shares or series of Common Stock of the Company's capital stock for another class or series of the Company's capital stock or (4C) purchases the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of any of such capital stock or the Company's securities security being converted or exchangedexchanged (or make any guarantee payments with respect to the foregoing)), (ii) not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem, redeem any debt securities (including guarantees) issued by the Company that rank pari passu with or junior to or PARI PASSU with the Securities and (iii) not make any guarantee payments with respect to the foregoingforegoing (other than pursuant to the Guarantee). Prior to the termination of any such Extension Period, the Company may further extend such Extension Period; PROVIDEDprovided, that such Extension Period Period, together with all such previous and further extensions thereof thereof, may not exceed 20 consecutive quarters and may not or extend beyond the maturity date of the Securities. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirements. No interest during an Extension Period, except at the end thereof, Period shall be due and payable. . (b) If the Property Trustee is the sole holder Holder of the Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Regular Trustees, the Property Trustee and the Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Preferred Securities are payable or (ii) if the Preferred Securities are listed on the New York Stock Exchange, Inc. ("NYSE") Exchange or other stock exchange or quotation system, the date the Trust is required to give notice to the NYSE New York Stock Exchange or other applicable self-regulatory organization or to holders of the Preferred Securities on of the record date or the date such distributions are payable, but in any event not less than ten 10 Business Days prior to such record date. . (c) If the Property Trustee is not the sole holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of an such Extension Period at least ten 10 Business Days prior to the earlier of (i) the next succeeding Interest Payment Date 38 or (ii) if the Preferred Securities are listed on the NYSE New York Stock Exchange or other stock exchange or quotation system, the date the Company is required to give notice to NYSE the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Securities on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. . (d) The quarter in which any notice is given pursuant to the second paragraphs (b) and third paragraphs of this Section 3 (c) hereof shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph of this Section 3(a) hereof.

Option to Extend Interest Payment Period. (a) The Company shall have the right at any time, and from time to time during the term of the Securities Securities, to defer interest payments from time to time (including Additional Payments) by extending the interest payment period for successive periods a period (each, an "Extension Period") not exceeding 20 consecutive quarters for each such periodquarters; PROVIDEDprovided, no Extension Period may extend beyond the maturity Maturity date of the Securities. At , and at the end of each which Extension Period, the Company shall be responsible for the payment of, and the Company shall pay all interest then accrued and unpaid (including Additional Interest and Liquidated DamagesInterest) together with interest thereon compounded quarterly at the rate specified for the Securities to the extent permitted by applicable law ("Compounded Interest"); PROVIDEDprovided, that during any Extension Period, the Company shall not, and shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (i) not declare or pay dividends on, or make any distributions or liquidation payments with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (except for other than (1) dividends or distributions in shares of Common Stock on Common Stock or on the Preferred Stock, (2A) purchases or acquisitions of shares of Common Stock made in connection with the satisfaction by the Company of its obligations under any employee benefit plan of plans or the Company or its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases satisfaction by the Company made from officers of its obligations pursuant to any contract or employees of security requiring the Company or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed market value on the date of any such repurchase and shall not exceed $1 million in the aggregate for all such employees and officers, (3) conversions or exchanges of purchase shares of Common Stock Stock, (B) as a result of any a reclassification of the Company's capital stock or the exchange or conversion of one class into shares or series of Common Stock of the Company's capital stock for another class or series of the Company's capital stock or (4C) purchases the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of any of such capital stock or the Company's securities security being converted or exchangedexchanged or (D) stock dividends paid by the Company where the dividend stock is the same as that on which the dividend is paid), (ii) not make any payment of interest, interest on or principal of (or premium, if any, on on) or repay, repurchase or redeem, redeem any debt securities (including guarantees) issued by the Company that rank pari passu with or junior to or PARI PASSU with the Securities and (iii) not make any guarantee payments with respect to the foregoingforegoing (other than pursuant to the Guarantee). Prior to the termination of any such Extension Period, the Company may further extend such Extension Period; PROVIDEDprovided, that such Extension Period Period, together with all such previous and further extensions thereof thereof, may not exceed 20 consecutive quarters quarters; and provided further that no Extension Period may not extend beyond the maturity Maturity date of the Securities. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirements. No interest during an Extension Period, except at the end thereof, Period shall be due and payable. Notwithstanding any other provision in this Indenture to the contrary, the Company shall not have the right at any time to defer any Additional Interest, including by extending the interest payment period. (b) If the Property Institutional Trustee is the sole holder Holder of the Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Regular Trustees, the Property Institutional Trustee and the Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Preferred Securities are payable would be payable, if not for such Extension Period, or (ii) if the Preferred Securities are listed quoted for trading on the New York Stock Exchange, Inc. ("NYSE") Nasdaq National Market or any other stock exchange or quotation system, the date the Trust is Regular Trustees are required to give notice to the NYSE Nasdaq National Market (or other applicable self-regulatory organization organization) or to holders of the Preferred Securities on of the record date or the date such distributions are payablewould be payable if not for such Extension Period, but in any event not less than ten one Business Days prior to such record date. . (c) If the Property Institutional Trustee is not the sole holder Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of an such Extension Period at least ten 10 Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Preferred Securities are listed on the NYSE or other stock exchange or quotation system, the date upon which the Company is required to give notice to NYSE Nasdaq National Market (or other any applicable self-regulatory organization organization) or to holders Holders of the Securities on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. . (d) The quarter in which any notice is given pursuant to the second paragraphs (b) and third paragraphs of this Section 3 (c) hereof shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph of this Section 3(a) hereof.

Option to Extend Interest Payment Period. The Company shall have the right at any time during the term of the Securities Convertible Debentures to defer interest payments (including Additional Payments) from time to time by extending the interest payment period for successive periods (each, an "Extension Period") not exceeding 20 consecutive quarters for each such period; PROVIDED, no Extension Period may extend beyond the maturity date of the SecuritiesConvertible Debentures. At the end of each Extension Period, the Company shall be responsible for the payment of, and the Company shall pay all interest then accrued and unpaid (including Additional Interest and Liquidated DamagesInterest) together with interest thereon compounded quarterly at the rate specified for the Securities Convertible Debentures to the extent permitted by applicable law ("Compounded Interest"); PROVIDED, that during any Extension Period, the Company shall not, and shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (i) not declare or pay dividends on, or make distributions a distribution with respect to, or redeem, redeem or purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (except for other than (1) dividends or distributions in shares of Common Stock on Common Stock or on the Preferred Stock, (2A) purchases or acquisitions of shares of Sun Common Stock made in connection with the satisfaction by the Company of its obligations under any employee benefit plan of plans or the Company or its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases satisfaction by the Company made from officers of its obligations pursuant to any contract or employees security requiring the Company to purchase shares of Sun Common Stock, (B) as a result of a reclassification of the Company Company's capital stock or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed market value on the date exchange or conversion of any such repurchase and shall not exceed $1 million in the aggregate for all such employees and officers, (3) conversions or exchanges of shares of Common Stock of any one class into shares or series of Common Stock of the Company's capital stock for another class or series of the Company's capital stock or (4C) purchases the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of any of such capital stock or the Company's securities security being converted or exchanged)) or make any guarantee payments with respect to the foregoing, (ii) not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem, redeem any debt securities (including guarantees) issued by the Company that rank junior to or PARI PASSU with or junior to the Securities Convertible Debentures (except by conversion into or exchange for shares of its capital stock) and (iii) not make any guarantee payments with respect to the foregoingforegoing (other than pursuant to the Guarantee). Prior to the termination of any such Extension Period, the Company may further extend such Extension Period; PROVIDED, that such Extension Period Period, together with all such previous and further extensions thereof thereof, may not exceed 20 consecutive quarters and may not or extend beyond the maturity date of the SecuritiesConvertible Debentures. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirements. No interest during an Extension Period, except at the end thereof, Period shall be due and payable. Notwithstanding anything to the contrary, the Company shall not have the right at any time to defer any Additional Interest, including by extending the interest payment period. If the Property Trustee is the sole holder Holder of the Securities Convertible Debentures at the time the Company selects an Extension Period, the Company shall give written notice to the Regular Administrative Trustees, the Property Trustee and the Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Convertible Preferred Securities are payable or (ii) if the Convertible Preferred Securities are listed on the New York Stock Exchange, Inc. ("NYSE") Exchange or other stock exchange or quotation system, the date the Trust is required to give notice to the NYSE New York Stock Exchange or other applicable self-regulatory organization or to holders of the Convertible Preferred Securities on of the record date or the date such distributions are payable, but in any event not less than ten 10 Business Days prior to such record date. If the Property Trustee is not the sole holder of the Securities Convertible Debentures at the time the Company selects an Extension Period, the Company shall give the Holders of the Convertible Debentures and the Trustee written notice of its selection of an such Extension Period at least ten Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Convertible Preferred Securities are listed on the NYSE New York Stock Exchange or other stock exchange or quotation system, the date the Company is required to give notice to NYSE the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Securities Convertible Debentures on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. The quarter in which any notice is given pursuant to the paragraphs second and third paragraphs of this Section 3 2 shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph one of this Section 32.

Option to Extend Interest Payment Period. The (a) So long as the Company is not in default in the payment of interest on the Series 7.20% Debentures, the Company shall have the right at any time during the term of the Securities to defer payments of interest payments from time to time on the Series 7.20% Debentures by extending the interest payment period of the Series 7.20% Debentures at any time from time to time for successive up to 20 consecutive quarterly interest periods (each, each such period an "Extension Extended Interest Payment Period") not exceeding 20 consecutive quarters for each such period; PROVIDED), no Extension Period may extend beyond the maturity date of the Securities. At at the end of each Extension Period, the Company shall be responsible for the payment of, and which period the Company shall pay all interest then accrued and unpaid thereon (including Additional together with Compounded Interest and Liquidated Damages) together with interest thereon compounded quarterly at the rate specified for the Securities to the extent permitted by applicable law ("Compounded Additional Interest", if any); PROVIDED, provided that during no Extended Interest Payment Period may extend beyond the Maturity Date or redemption date of the Series 7.20% Debentures. (b) During any Extension Extended Interest Payment Period, the Company shall not, and shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (i) declare or pay dividends any dividend on, make distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a distribution or liquidation payment with respect to, any of its capital stock stock, other than: (except for (1A) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, the Company's common stock; (B) any declaration of Common Stock on Common Stock or on the Preferred Stock, (2) purchases or acquisitions of shares of Common Stock made a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any employee benefit such plan of the Company or its subsidiaries in the ordinary course of business future, or pursuant to employment agreements with officers the redemption or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases by the Company made from officers or employees of the Company or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed market value on the date repurchase of any such repurchase and shall not exceed $1 million in rights pursuant thereto; (C) as a result of a reclassification of the aggregate for all such employees and officers, (3) conversions Company's capital stock or exchanges the exchange or the conversion of shares of Common Stock of any one class into shares or series of Common Stock of the Company's capital stock for another class or series of the Company's capital stock; (4D) purchases the payment of accrued dividends and the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (E) purchases of the Company's common stock related to the issuance of the Company's common stock or rights under any of the Company's securities being converted or exchanged)benefit plans for its directors, (ii) make any payment of interestofficers, principal or premium, if any, on or repay, repurchase or redeememployees, any debt securities issued by of the Company that rank junior to Company's dividend reinvestment plans or PARI PASSU with stock purchase plans, or any of the Securities and (iii) make any guarantee payments with respect to the foregoing. Prior to the termination benefit plans of any such Extension Period, the Company may further extend such Extension Period; PROVIDED, that such Extension Period together with all previous and further extensions thereof may not exceed 20 consecutive quarters and may not extend beyond the maturity of the Securities. Upon the termination of any Extension Period and the payment of all amounts then dueCompany's Affiliates for such Affiliates' directors, the Company may commence a new Extension Period, subject to the above requirements. No interest during an Extension Period, except at the end thereof, shall be due and payable. If the Property Trustee is the sole holder of the Securities at the time the Company selects an Extension Period, the Company shall give notice to the Regular Trustees, the Property Trustee and the Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Preferred Securities are payable officers or (ii) if the Preferred Securities are listed on the New York Stock Exchange, Inc. ("NYSE") or other stock exchange or quotation system, the date the Trust is required to give notice to the NYSE or other applicable self-regulatory organization or to holders of the Preferred Securities on the record date or the date such distributions are payable, but in any event not less than ten Business Days prior to such record date. If the Property Trustee is not the sole holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders and the Trustee notice of its selection of an Extension Period at least ten Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Preferred Securities are listed on the NYSE or other stock exchange or quotation system, the date the Company is required to give notice to NYSE or other applicable self-regulatory organization or to holders of the Securities on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. The quarter in which any notice is given pursuant to the second and third paragraphs of this Section 3 shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph of this Section 3.employees;

Option to Extend Interest Payment Period. (a) The Company shall have the right at any time, and from time to time during the term of the Securities Securities, to defer interest payments from time to time (including Additional Payments) by extending the interest payment period for successive periods a period (each, an "Extension Period") not exceeding 20 consecutive quarters for each such periodquarters; PROVIDEDprovided, no Extension Period may extend beyond the maturity date of the Securities. At , and at the end of each which Extension Period, the Company shall be responsible for the payment of, and the Company shall pay all interest then accrued and unpaid (including Additional Interest and Liquidated DamagesInterest) together with interest thereon compounded quarterly at the rate specified for the Securities to the extent permitted by applicable law ("Compounded Interest"); PROVIDEDprovided, that during any Extension Period, the Company shall not, and shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (i) not declare or pay dividends on, or make any distributions or liquidation payments with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (except for other than (1) dividends or distributions in shares of Common Stock on Common Stock or on the Preferred Stock, (2A) purchases or acquisitions of shares of Common Stock made in connection with the satisfaction by the Company of its obligations under any employee benefit plan of plans or the Company or its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases satisfaction by the Company made from officers of its obligations pursuant to any contract or employees of security requiring the Company or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed market value on the date of any such repurchase and shall not exceed $1 million in the aggregate for all such employees and officers, (3) conversions or exchanges of purchase shares of Common Stock Stock, (B) as a result of any a reclassification of the Company's capital stock or the exchange or conversion of one class into shares or series of Common Stock of the Company's capital stock for another class or series of the Company's capital stock or (4C) purchases the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of any of such capital stock or the Company's securities security being converted or exchangedexchanged or (D) stock dividends paid by the Company where the dividend stock is the same as that on which the dividend is paid), (ii) not make any payment of interest, interest on or principal of (or premium, if any, on on) or repay, repurchase or redeem, redeem any debt securities (including guarantees) issued by the Company that rank pari passu with or junior to or PARI PASSU with the Securities and (iii) not make any guarantee payments with respect to the foregoingforegoing (other than pursuant to the Guarantee). Prior to the termination of any such Extension Period, the Company may further extend such Extension Period; PROVIDEDprovided, that such Extension Period Period, together with all such previous and further extensions thereof thereof, may not exceed 20 consecutive quarters quarters; and provided further that no Extension Period may not extend beyond the maturity date of the Securities. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirements. No interest during an Extension Period, except at the end thereof, Period shall be due and payable. Notwithstanding any other provision in this Indenture to the contrary, the Company shall not have the right at any time to defer any Additional Interest, including by extending the interest payment period. (b) If the Property Institutional Trustee is the sole holder Holder of the Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Regular Trustees, the Property Institutional Trustee and the Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Preferred Securities are payable would be payable, if not for such Extension Period, or (ii) if the Preferred Securities are listed quoted for trading on the New York Stock Exchange, Inc. ("NYSE") Nasdaq National Market or any other stock exchange or quotation system, the date the Trust is Regular Trustees are required to give notice to the NYSE Nasdaq National Market (or other applicable self-regulatory organization organization) or to holders of the Preferred Securities on of the record date or the date such distributions are payablewould be payable if not for such Extension Period, but in any event not less than ten one Business Days prior to such record date. . (c) If the Property Institutional Trustee is not the sole holder Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of an such Extension Period at least ten 10 Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Preferred Securities are listed on the NYSE or other stock exchange or quotation system, the date upon which the Company is required to give notice to NYSE Nasdaq National Market (or other any applicable self-regulatory organization organization) or to holders Holders of the Securities on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. . (d) The quarter in which any notice is given pursuant to the second paragraphs (b) and third paragraphs of this Section 3 (c) hereof shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph of this Section 3(a) hereof.

Option to Extend Interest Payment Period. The Company shall have the right at any time during the term of the Securities to defer interest payments from time to time (including Additional Payments) by extending the interest payment period for successive periods a period (each, an "Extension Period") not exceeding 20 consecutive quarters for each such periodquarters; PROVIDEDprovided, no Extension Period may extend beyond the maturity date of the Securities. At Securities and at the end of each which Extension Period, the Company shall be responsible for the payment of, and the Company shall pay all interest then accrued and unpaid (including Additional Interest and Liquidated DamagesInterest) together with interest thereon compounded quarterly at the rate specified for the Securities to the extent permitted by applicable law ("Compounded Interest"); PROVIDEDprovided, that during any Extension Period, the Company shall not, and shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (i) not declare or pay dividends on, or make any distributions or liquidation payments with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, acquire any of its capital stock (except for other than (1) dividends or distributions in shares of Common Stock on Common Stock or on the Preferred Stock, (2A) purchases or acquisitions of shares of Common Stock made in connection with the satisfaction by the company of its obligations under any employee benefit plan of plans or the Company or its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases satisfaction by the Company made from officers of its obligations pursuant to any contract or employees of security requiring the Company or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed market value on the date of any such repurchase and shall not exceed $1 million in the aggregate for all such employees and officers, (3) conversions or exchanges of purchase shares of Common Stock Stock, (B) as a result of any a reclassification of the Company's capital stock or the exchange or conversion of one class into shares or series of Common Stock of the Company's capital stock for another class or series of the Company's capital stock or (4C) purchases the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of any of such capital stock or the Company's securities security being converted or exchanged) or (D) stock dividends paid by the Company where the dividend stock is the same as that on which the dividend is paid), (ii) not make any payment of interest, interest on or principal of (or premium, if any, on on) or repay, repurchase or redeem, redeem any debt securities (including guarantees) issued by the Company that rank pari passu with or junior to or PARI PASSU with the Securities and (iii) not make any guarantee payments with respect to the foregoingforegoing (other than pursuant to the Guarantee). Prior to the termination of any such Extension Period, the Company may further extend such Extension Period; PROVIDEDprovided, that such Extension Period Period, together with all such previous and further extensions thereof thereof, may not exceed 20 consecutive quarters quarters; and provided further that no Extension Period may not extend beyond the maturity date of the Securities. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirements. No interest during an Extension Period, except at the end thereof, Period shall be due and payable. Notwithstanding anything to the contrary, the Company shall not have the right at any time to defer any Additional Interest, including by extending the interest payment period. If the Property Institutional Trustee is the sole holder Holder of the Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Regular Trustees, the Property Institutional Trustee and the Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Preferred Securities are payable would be payable, if not for such Extension Period or (ii) if the Preferred Securities are listed on the New York Stock Exchange, Inc. ("NYSE") Nasdaq National Market or any other stock exchange or quotation system, the date the Trust is Regular Trustees are required to give notice to the NYSE Nasdaq National Market (or other applicable self-regulatory organization organization) or to holders of the Preferred Securities on of the record date or the date such distributions are payablewould be payable if not for such Extension Period, but in any event not less than ten one Business Days Day prior to such record date. If the Property Institutional Trustee is not the sole holder Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of an such Extension Period at least ten 10 Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Preferred Securities are listed on the NYSE or other stock exchange or quotation system, the date upon which the Company is required to give notice to NYSE the Nasdaq National Market (or other any applicable self-regulatory organization organization) or to holders Holders of the Securities on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. The quarter in which any notice is given pursuant to the paragraphs second and third paragraphs of this Section 3 2 shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph one of this Section 32.

Option to Extend Interest Payment Period. The So long as no Indenture Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time, during the term of the Securities Debentures to defer payments of interest payments from time to time by extending the interest payment period for successive periods a period (each, an "Extension Period") not exceeding 20 consecutive quarters for with respect to each such periodExtension Period; PROVIDEDprovided, that no Extension Period may extend beyond the maturity date of the Securities. At Debentures, and at the end of each which Extension Period, the Company shall be responsible for the payment of, and Period the Company shall pay all interest then accrued and unpaid (including Additional Interest and Liquidated DamagesInterest) together with interest thereon compounded quarterly at the rate specified for the Securities Debentures, to the extent permitted by applicable law ("Compounded Interest"); PROVIDEDprovided further, that during any such Extension Period, (a) the Company shall not, and shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (i) declare or pay dividends on, or make distributions any distribution or liquidation payment with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (except for other than (1) dividends or distributions in shares of Common Stock on Common Stock or on the Preferred Stock, (2i) purchases or acquisitions of shares of Common Stock made in connection with the satisfaction by the Company of its obligations under any employee benefit plan of or the Company or its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases satisfaction by the Company made from officers of its obligations pursuant to any contract or employees of security requiring the Company or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed market value on the date of any such repurchase and shall not exceed $1 million in the aggregate for all such employees and officers, (3) conversions or exchanges of purchase shares of Common Stock Stock, (ii) as a result of any a reclassification of the Company's capital stock or the exchange or conversion of one class into shares or series of Common Stock of the Company's capital stock for another class or series of the Company's capital stock, (4iii) purchases the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of any such capital stock or the security being converted or exchanged, (iv) purchases of acquisitions of shares of the Company's securities being converted Common Stock to be used in connection with the acquisitions of the Company's Common Stock by shareholders pursuant to a dividend reinvestment plan, or exchanged(v) stock dividends paid by the Company where the dividend stock is the same as that on which the dividend is paid), (iib) the Company shall not make any payment of interest, interest on or principal of (or premium, if any, on on) or repay, repurchase or redeem, redeem any debt securities (including guarantees) issued by the Company that rank pari passu with or junior to or PARI PASSU with the Securities Debentures and (iii) the Company shall not make any guarantee payments with respect to the foregoingforegoing (other than pursuant to the Guarantees). Prior to the termination of any such Extension Period, the Company may further extend such Extension Period; PROVIDEDprovided, however, that such Extension Period Period, together with all such previous and further extensions thereof thereof, may not exceed 20 consecutive quarters quarters; and provided further, that no Extension Period may not extend beyond the maturity date of the SecuritiesDebentures. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirements. No interest during an Extension Period, except at the end thereof, Period shall be due and payable. If the Property Institutional Trustee is shall be the sole holder Holder of the Securities Debentures at the time the Company selects an Extension Period, the Company shall give written notice to the Regular Trustees, the Property Institutional Trustee and the Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Preferred Securities are payable would be payable, if not for such Extension Period or (ii) if the Preferred Securities are listed on the New York Stock Exchange, Inc. ("NYSE") Nasdaq National Market or any other stock exchange or quotation system, the date the Trust is Regular Trustees are required to give notice to the NYSE or other any applicable self-regulatory organization or to holders of the Preferred Securities on of the record date or the date such distributions are payableDistribution would be payable if not for such Extension Period, but in any event not less than ten one Business Days Day prior to such record date. If the Property Institutional Trustee is shall not be the sole holder Holder of the Securities Debentures at the time the Company selects an Extension Period, the Company shall give the Holders of the Debentures and the Trustee written notice of its selection of an such Extension Period at least ten Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Preferred Securities are listed on the NYSE or other stock exchange or quotation system, the date upon which the Company is required to give notice to NYSE or other any applicable self-regulatory organization or to holders Holders of the Securities Debentures on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. The quarter in which any notice is given pursuant to the paragraphs second and third paragraphs of this Section 3 2 shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph one of this Section 32.

Option to Extend Interest Payment Period. The Company shall have the right at any time during the term of the Securities Debentures to defer interest payments (excluding, for such purposes, payments with respect to Additional Interest, 105 98 if any) from time to time by extending the interest payment period for successive periods (each, an "Extension Period") not exceeding 20 consecutive quarters for each such period; PROVIDED, provided no Extension Period may extend beyond the maturity date of the SecuritiesDebentures. On each Interest Payment Date during an Extension Period, the Company shall pay all accrued and unpaid Additional Interest on the Debentures. At the end of each Extension Period, the Company shall be responsible for the payment of, and the Company shall pay all interest then accrued and unpaid (including Additional Interest and Liquidated DamagesInterest) together with interest thereon compounded quarterly at the rate specified for the Securities in paragraph 1 above to the extent permitted by applicable law ("Compounded Compound Interest"); PROVIDED, provided that during any Extension Period, the Company shall not, and shall (a) not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (i) declare or pay dividends on, or make distributions a distribution with respect to, or redeem, redeem or purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (except for other than (1) dividends or distributions in shares of Common Stock on Common Stock or on the Preferred Stock, (2i) purchases or acquisitions of shares of Common Stock made in connection with the satisfaction by the Company of its obligations under any employee benefit plan of plans or the Company or its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases satisfaction by the Company made from officers of its obligations pursuant to any contract or employees of security requiring the Company or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed market value on the date of any such repurchase and shall not exceed $1 million in the aggregate for all such employees and officers, (3) conversions or exchanges of purchase shares of Common Stock Stock, (ii) as a result of any a reclassification of the Company's capital stock or the exchange or conversion of one class into shares or series of Common Stock of the Company's capital stock for another class or series of the Company's capital stock or (4iii) purchases the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of any of such capital stock or the Company's securities security being converted or exchanged), (iib) not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem, redeem any debt securities (including guarantees) issued by the Company that rank pari passu with or junior to or PARI PASSU with the Securities Debentures and (iiic) not make any guarantee payments with respect to the foregoingforegoing (other than pursuant to the Guarantee). Prior to the termination of any such Extension Period, the Company may further extend such Extension Period; PROVIDED, provided that such Extension Period Period, together with all such previous and further extensions thereof thereof, may not exceed 20 consecutive quarters and may not or extend beyond the maturity date of the SecuritiesDebentures. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirements. No interest or any other payment (except for Additional Interest) shall be due and payable during an Extension Period, Period except at the end thereof, shall be due and payable. 106 99 If the Property Trustee is the sole holder Holder of the Securities Debentures at the time the Company selects an Extension Period, the Company shall give written notice to the Regular Trustees, the Property Trustee and the Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Convertible Preferred Securities are payable or (ii) if the Convertible Preferred Securities are listed on the New York Stock Exchange, Inc. ("NYSE") or other stock a national securities exchange or quotation system, the date the Trust is required to give notice to the NYSE or other applicable such self-regulatory organization or to holders of the Convertible Preferred Securities on of the record date or the date such distributions are payable, but in any event not less than ten 10 Business Days prior to such record date. If the Property Trustee is not the sole holder Holder of the Securities Debentures at the time the Company selects an Extension Period, the Company shall give the Holders of the Debentures and the Trustee written notice of its selection of an such Extension Period at least ten 10 Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Convertible Preferred Securities are listed on the NYSE or other stock a national securities exchange or quotation system, the date the Company is required to give notice to NYSE or other applicable such self-regulatory organization or to holders Holders of the Securities Debentures on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. The quarter in which any notice is given pursuant to the paragraphs second and third paragraphs of this Section 3 2 shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph one of this Section 32.

Option to Extend Interest Payment Period. The Company shall have the right at any time during the term of the Securities to defer interest payments from time to time (including Additional Payments) by extending the interest payment period for successive periods a period (each, an "Extension Period") not exceeding 20 consecutive quarters for each such periodquarters; PROVIDEDprovided, no Extension Period may extend beyond the maturity date of the Securities. At Securities and at the end of each which Extension Period, the Company shall be responsible for the payment of, and the Company shall pay all interest then accrued and unpaid (including Additional Interest and Liquidated DamagesInterest) together with interest thereon compounded quarterly at the rate specified for the Securities to the extent permitted by applicable law ("Compounded Interest"); PROVIDEDprovided, that during any Extension Period, the Company shall not, and shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (i) not declare or pay dividends on, or make any distributions with respect to, or redeem or purchase or acquire, or liquidation payments with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, acquire any of its capital stock (except for other than (1) dividends or distributions in shares of Common Stock on Common Stock or on the Preferred Stock, (2A) purchases or acquisitions of shares of Common Stock made in connection with the satisfaction by the company of its obligations under any employee benefit plan of plans or the Company or its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases satisfaction by the Company made from officers of its obligations pursuant to any contract or employees of security requiring the Company or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed market value on the date of any such repurchase and shall not exceed $1 million in the aggregate for all such employees and officers, (3) conversions or exchanges of purchase shares of Common Stock Stock, (B) as a result of any a reclassification of the Company's capital stock or the exchange or conversion of one class into shares or series of Common Stock of the Company's capital stock for another class or series of the Company's capital stock or (4C) purchases the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of any of such capital stock or the Company's securities security being converted or exchanged) or (D) stock dividends paid by the Company where the dividend stock is the same as that on which the dividend is paid), (ii) not make any payment of interest, interest on or principal of (or premium, if any, on on) or repay, repurchase or redeem, redeem any debt securities (including guarantees) issued by the Company that rank pari passu with or junior to or PARI PASSU with the Securities and (iii) not make any guarantee payments with respect to the foregoingforegoing (other than pursuant to the Guarantee). Prior to the termination of any such Extension Period, the Company may further extend such Extension Period; PROVIDEDprovided, that such Extension Period Period, together with all such previous and further extensions thereof thereof, may not exceed 20 consecutive quarters quarters; and provided further that no Extension Period may not extend beyond the maturity date of the Securities. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirements. No interest during A-6 108 an Extension Period, except at the end thereof, Period shall be due and payable. Notwithstanding anything to the contrary, the Company shall not have the right at any time to defer any Additional Interest, including by extending the interest payment period. If the Property Institutional Trustee is the sole holder Holder of the Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Regular Trustees, the Property Institutional Trustee and the Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Preferred Securities are payable would be payable, if not for such Extension Period or (ii) if the Preferred Securities are listed on the New York Stock Exchange, Inc. ("NYSE") Nasdaq National Market or any other stock exchange or quotation system, the date the Trust is Regular Trustees are required to give notice to the NYSE Nasdaq National Market (or other applicable self-regulatory organization organization) or to holders of the Preferred Securities on of the record date or the date such distributions are payablewould be payable if not for such Extension Period, but in any event not less than ten one Business Days Day prior to such record date. If the Property Institutional Trustee is not the sole holder Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of an such Extension Period at least ten 10 Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Preferred Securities are listed on the NYSE or other stock exchange or quotation system, the date upon which the Company is required to give notice to NYSE the Nasdaq National Market (or other any applicable self-regulatory organization organization) or to holders Holders of the Securities on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. The quarter in which any notice is given pursuant to the paragraphs second and third paragraphs of this Section 3 2 shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph one of this Section 32.

Option to Extend Interest Payment Period. (a) The Company shall have the right at any time during the term of the Securities Debentures to defer interest payments (excluding, for such purposes, payments with respect to Additional Interest, if any) from time to time by extending the interest payment period for successive periods (each, an "Extension Period") not exceeding 20 consecutive quarters for each such period; PROVIDED, provided no Extension Period may 36 29 extend beyond the maturity date Stated Maturity of the SecuritiesDebentures. On each Interest Payment Date during an Extension Period, the Company shall pay all accrued and unpaid Additional Interest on the Debentures. At the end of each Extension Period, the Company shall be responsible for the payment of, and the Company shall pay all interest then accrued and unpaid (including accrued and unpaid Additional Interest and Liquidated DamagesInterest) together with interest thereon compounded quarterly at the rate specified for the Securities Debentures (as provided in Exhibit A hereto) to the extent permitted by applicable law ("Compounded Compound Interest"); PROVIDED, provided that during any Extension Period, the Company shall not, and shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (i) not declare or pay dividends on, or make distributions a distribution with respect to, or redeem, redeem or purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (except for other than (1) dividends or distributions in shares of Common Stock on Common Stock or on the Preferred Stock, (2A) purchases or acquisitions of shares of Common Stock made in connection with the satisfaction by the Company of its obligations under any employee benefit plan of plans or the Company or its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases satisfaction by the Company made from officers of its obligations pursuant to any contract or employees of security requiring the Company or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed market value on the date of any such repurchase and shall not exceed $1 million in the aggregate for all such employees and officers, (3) conversions or exchanges of purchase shares of Common Stock Stock, (B) as a result of any a reclassification of the Company's capital stock or the exchange or conversion of one class into shares or series of Common Stock of the Company's capital stock for another class or series of the Company's capital stock or (4C) purchases the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of any of such capital stock or the Company's securities security being converted or exchanged), (ii) not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem, redeem any debt securities (including guarantees) issued by the Company that rank pari passu with or junior to or PARI PASSU with the Securities Debentures and (iii) not make any guarantee payments with respect to the foregoingforegoing (other than pursuant to the Guarantee). Prior to the termination of any such Extension Period, the Company may further extend such Extension Period; PROVIDED, provided that such Extension Period Period, together with all such previous and further extensions thereof thereof, may not exceed 20 consecutive quarters and may not extend beyond the maturity Stated Maturity of the SecuritiesDebentures. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirements. No interest or any other payment with respect to the Debentures (other than payments with respect to Additional Interest, if any, which the Company shall not have the right to defer) shall be due and payable during an Extension Period, except at the end thereof, shall be due and payable. If the Property Trustee is the sole holder of the Securities at the time the Company selects an Extension . (b) Period, the Company shall give written notice to the Regular Trustees, the Property Trustee and the Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Convertible Preferred Securities are payable or (ii) if the Convertible Preferred Securities are listed on the New York Stock Exchange, Inc. ("NYSE") or other stock a national securities exchange or quotation system, the date the Trust is required to give notice to the NYSE or other applicable such self-regulatory organization or to holders of the Convertible Preferred Securities on of the record date or the date such distributions are payable, but in any event not less than ten 10 Business Days prior to such record date. The Company shall cause the Regular Trustees to give notice of the Company's selection of such Extension Period to the holders of the Convertible Preferred Securities. (c) If the Property Trustee is not the sole holder Holder of the Securities Debentures at the time the Company selects an Extension Period, the Company shall give the Holders of the Debentures and the Trustee written notice of its selection of an such Extension Period at least ten 10 Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Convertible Preferred Securities are listed on the NYSE or other stock a national securities exchange or quotation system, the date the Company is required to give notice to NYSE or other applicable such self-regulatory organization or to holders Holders of the Securities Debentures on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. . (d) The quarter in which any notice is given pursuant to the second paragraphs (b) and third paragraphs of this Section 3 (c) hereof shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph of this Section 3(a) hereof.

Option to Extend Interest Payment Period. The Company shall have the right at any time during the term of the Securities Convertible Debentures to defer interest payments (including Additional Payments) from time to time by extending the interest payment period for successive periods (each, an "Extension Period") not exceeding 20 consecutive quarters for each such period; PROVIDEDprovided, no Extension Period may extend beyond the maturity date of the SecuritiesConvertible Debentures. At the end of each Extension Period, the Company shall be responsible for the payment of, and the Company shall pay all interest then accrued and unpaid (including Additional Interest and Liquidated DamagesInterest) together with interest thereon compounded quarterly at the rate specified for the Securities Convertible Debentures to the extent permitted by applicable law ("Compounded Interest"); PROVIDEDprovided, that during any Extension Period, the Company shall not, and shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (i) not declare or pay dividends on, or make distributions a distribution with respect to, or redeem, redeem or purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (except for other than (1) dividends or distributions in shares of Common Stock on Common Stock or on the Preferred Stock, (2A) purchases or acquisitions of shares of Company Common Stock made in connection with the satisfaction by the Company of its obligations under any employee benefit plan of plans or the Company or its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases satisfaction by the Company made from officers of its obligations pursuant to any contract or employees security requiring the Company to purchase shares of Company Common Stock, (B) as a result of a reclassification of the Company Company's capital stock or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed market value on the date exchange or conversion of any such repurchase and shall not exceed $1 million in the aggregate for all such employees and officers, (3) conversions or exchanges of shares of Common Stock of any one class into shares or series of Common Stock of the Company's capital stock for another class or series of the Company's capital stock or (4C) purchases the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of any of such capital stock or the Company's securities security being converted or exchanged)) or make any guarantee payments with respect to the foregoing, (ii) not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem, redeem any debt securities (including guarantees) issued by the Company that rank pari passu with or junior to the Convertible Debentures (except by conversion into or PARI PASSU with the Securities exchange for shares of its capital stock) and (iii) not make any guarantee payments with respect to the foregoingforegoing (other than pursuant to the Guarantee). Prior to the termination of any such Extension Period, the Company may further extend such Extension Period; PROVIDEDprovided, that such Extension Period Period, together with all such previous and further extensions thereof thereof, may not exceed 20 consecutive quarters and may not or extend beyond the maturity date of the SecuritiesConvertible Debentures. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirements. No interest during an Extension Period, except at the end thereof, Period shall be due and payable. Notwithstanding anything to the contrary, the Company shall not have the right at any time to defer any Additional Interest, including by extending the interest payment period. If the Property Trustee is the sole holder Holder of the Securities Convertible Debentures at the time the Company selects an Extension Period, the Company shall give written notice to the Regular Administrative Trustees, the Property Trustee and the Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Preferred Securities are payable or (ii) if the Preferred Securities are listed on the New York Stock Exchange, Inc. ("NYSE") Exchange or other stock exchange or quotation system, the date the Trust is required to give notice to the NYSE New York Stock Exchange or other applicable self-regulatory organization or to holders of the Preferred Securities on of the record date or the date such distributions are payable, but in any event not less than ten 10 Business Days prior to such record date. If the Property Trustee is not the sole holder of the Securities Convertible Debentures at the time the Company selects an Extension Period, the Company shall give the Holders of the Convertible Debentures and the Trustee written notice of its selection of an such Extension Period at least ten 10 Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Preferred Securities are listed on the NYSE New York Stock Exchange or other stock exchange or quotation system, the date the Company is required to give notice to NYSE the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Securities Convertible Debentures on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. The quarter in which any notice is given pursuant to the paragraphs second and third paragraphs of this Section 3 2 shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph one of this Section 32.

Option to Extend Interest Payment Period. The (a) So long as no Event of Default has occurred and is continuing, the Company shall have the right at any time, and from time to time during the term of the Securities Debt Securities, to defer payments of interest payments from time to time (including Additional Payments) by extending the interest payment period for successive periods a period (each, an "Extension Period") not exceeding 20 consecutive quarters for with respect to each such periodExtension Period; PROVIDEDprovided, no Extension Period may extend beyond the maturity date Stated Maturity of the Debt Securities. At , and at the end of each which Extension Period, the Company shall be responsible for the payment of, and Period the Company shall pay all interest then accrued and unpaid (including Additional Interest and Liquidated DamagesInterest) together with interest thereon compounded quarterly at the rate specified for the Debt Securities to the extent permitted by applicable law ("Compounded Interest"); PROVIDEDprovided, further, that during any such Extension Period, the Company shall not, and shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (i) the Company shall not declare or pay dividends on, or make distributions any distribution or liquidation payment with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, acquire any of its capital stock (except for other than (1) dividends or distributions in shares of Common Stock on Common Stock or on the Preferred Stock, (2A) purchases or acquisitions of shares of Common Stock made in connection with the satisfaction by the Company of its obligations under any employee benefit plan of plans or the Company or its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases satisfaction by the Company made from officers of its obligations pursuant to any contract or employees of security requiring the Company or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed market value on the date of any such repurchase and shall not exceed $1 million in the aggregate for all such employees and officers, (3) conversions or exchanges of purchase shares of Common Stock Stock, (B) as a result of any a reclassification of the Company's capital stock or the exchange or conversion of one class into shares or series of Common Stock of the Company's capital stock for another class or series of the Company's capital stock, (4C) purchases the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of any of such capital stock or the Company's securities security being converted or exchanged, (D) purchases or acquisitions of shares of Common Stock to be used in connection with acquisitions of Common Stock by stockholders pursuant to the Company's dividend reinvestment plan or (E) stock dividends paid by the Company where the dividend stock is the same as that on which the dividend is paid), (ii) the Company shall not make any payment of interest, interest on or principal of (or premium, if any, on on) or repay, repurchase or redeem, redeem any debt securities (including guarantees) issued by the Company that rank pari passu with or junior to or PARI PASSU with the Debt Securities and (iii) not make any guarantee payments payment with respect to the foregoingforegoing (other than pursuant to the Guarantees). Prior to the termination of any such Extension Period, the Company may further extend such Extension Perioddefer payments of interest by extending the interest payment period; PROVIDEDprovided, however, that such Extension Period Period, together with all such previous and further extensions thereof thereof, may not exceed 20 consecutive quarters quarters; and provided further, that no Extension Period may not extend beyond the maturity Maturity of the Debt Securities. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirementsterms set forth in this Section 3.12(a). No interest during an Extension Period, except at the end thereof, Period shall be due and payable. . (b) If the Property Institutional Trustee is the sole holder Holder of the Debt Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Regular Trustees, the Property Institutional Trustee and the Indenture Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Preferred Securities are payable would be payable, if not for such Extension Period, or (ii) if the Preferred Securities are listed quoted for trading on the New York Stock Exchange, Inc. ("NYSE") or other any stock exchange or quotation system, the date the Trust is Regular Trustees are required to give notice to the NYSE or other any applicable self-regulatory organization or to holders of the Preferred Securities on of the record date or the date such distributions are payabledistribution would be payable if not for such Extension Period, but in any event not less than ten one Business Days Day prior to such record date. The Regular Trustees shall give notice of the Company's selection of such Extension Period to the holders of the Preferred Securities. (c) If the Property Institutional Trustee is not the sole holder Holder of the Debt Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Debt Securities and the Institutional Trustee written notice of its selection of an such Extension Period at least ten Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Preferred Securities are listed on the NYSE or other stock exchange or quotation system, the date upon which the Company is required to give notice to NYSE or other any applicable self-regulatory organization or to holders Holders of the Debt Securities on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. . (d) The quarter in which any notice is given pursuant to the second paragraphs (b) and third paragraphs of this Section 3 (c) hereof shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph of this Section 3(a) hereof.

Option to Extend Interest Payment Period. The (a) So long as no Indenture Event of Default has occurred and is continuing, the Company shall have the right at any time during the term of the Securities Debentures to defer interest payments from time to time by extending the interest payment period for successive periods (each, an "Extension Period") not exceeding 20 consecutive quarters for each such periodperiod (an 24 "Extension Period"); PROVIDED, except that no Extension Period may extend beyond the maturity date of the SecuritiesDebentures. At the end of each Extension Period, the Company shall be responsible for the payment of, and the Company shall pay all interest then accrued and unpaid (including Additional Interest and Liquidated Damages) together with interest thereon compounded quarterly at the rate specified for the Securities Debentures to the extent permitted by applicable law ("Compounded Interest"); PROVIDEDprovided, that during any Extension Period, the Company shall not, and shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (ia) declare or pay dividends on, or make distributions a distribution with respect to, or redeem, redeem or purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (except for other than (1) dividends or distributions in shares of Common Stock on Common Stock or on the Preferred Stock, (2i) purchases or acquisitions of shares of Common Stock made (or Common Stock equivalents) in connection with the satisfaction by the Company of its obligations under any employee benefit plan of or agent plans or the Company or its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases satisfaction by the Company made of its obligations pursuant to any contract or security requiring the Company to purchase shares of Common Stock (or Common Stock equivalents), (ii) purchases of shares of Common Stock (or Common Stock equivalents) from officers or employees of the Company or its subsidiaries upon termination of employment or retirement not pursuant to employment agreements shall be made at a price not any obligation under any contract or security requiring the Company to exceed market value on the date purchase shares of any such repurchase and shall not exceed $1 million in the aggregate for all such employees and officersCommon Stock (or Common Stock equivalents), (3iii) conversions as a result of a reclassification of the Company's capital stock or exchanges 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, (iv) dividends or distributions of shares of Common Stock of any one class into shares of on Common Stock of another class or (4v) purchases the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of any of such capital stock or the Company's securities security being converted or exchanged), (iib) make any payment of interest, principal or (and premium, if any, ) or interest on or repay, repurchase or redeem, redeem any debt securities (including guarantees) issued by the Company that rank junior to or PARI PASSU with or junior to the Securities Debentures and (iiic) make any guarantee payments with respect to any of the foregoing. Prior foregoing (other than pursuant to the termination of any such Extension Period, the Company may further extend such Extension Period; PROVIDED, that such Extension Period together with all previous and further extensions thereof may not exceed 20 consecutive quarters and may not extend beyond the maturity of the SecuritiesGuarantee). Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirements. No interest during an Extension Period, except at the end thereof, shall be due and payable. . (b) If the Property Trustee is the sole holder Holder of the Securities Debentures at the time the Company selects an Extension Period, the Company shall give written notice to the Regular Administrative Trustees, the Property Trustee and the Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Trust Preferred Securities are payable or (ii) if the Preferred Securities are listed on the New York Stock Exchange, Inc. ("NYSE") or other stock exchange or quotation system, the date the Trust is required to give notice to the NYSE or other any applicable self-regulatory organization or to holders of the Trust Preferred Securities on the record date or the date such distributions are payable, but in any event not less than ten Business Days prior to such record date. . (c) If the Property Trustee is not the sole holder Holder of the Securities Debentures at the time the Company selects an Extension Period, the Company shall give the Holders of the Debentures and the Trustee written notice of its selection of an such Extension Period at least ten Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Preferred Securities are listed on the NYSE or other stock exchange or quotation system, the date the Company is required to give notice to NYSE or other any applicable self-regulatory organization or to holders Holders of the Securities Debentures on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. . (d) The quarter in which any notice is given pursuant to the second paragraphs (b) and third paragraphs of this Section 3 (c) hereof shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph of this Section 3(a) hereof.

Option to Extend Interest Payment Period. The Company shall have the right at any time during the term 105 of the Securities to defer interest payments (including Additional Payments) from time to time by extending the interest payment period for successive periods (each, an "Extension Period") not exceeding 20 consecutive quarters for each such period; PROVIDEDprovided, no Extension Period may extend beyond the maturity date of the Securities. At the end of each Extension Period, the Company shall be responsible for the payment of, and the Company shall pay all interest then accrued and unpaid (including Additional Interest and Liquidated DamagesInterest) together with interest thereon compounded quarterly at the rate specified for the Securities to the extent permitted by applicable law ("Compounded Interest"); PROVIDEDprovided, that during any Extension Period, the Company shall not, and shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (i) not declare or pay dividends on, or make distributions a distribution with respect to, or redeem, redeem or purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (except for other than (1) dividends or distributions in shares of Common Stock on Common Stock or on the Preferred Stock, (2A) purchases or acquisitions of shares of Common Stock made in connection with the satisfaction by the Company of its obligations under any employee benefit plan of plans or the Company or its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases satisfaction by the Company made from officers of its obligations pursuant to any contract or employees of security requiring the Company or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed market value on the date of any such repurchase and shall not exceed $1 million in the aggregate for all such employees and officers, (3) conversions or exchanges of purchase shares of Common Stock Stock, (B) as a result of any a re- classification of the Company's capital stock or the exchange or conversion of one class into shares or series of Common Stock of the Company's capital stock for another class or series of the Company's capital stock or (4C) purchases the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of any of such capital stock or the Company's securities security being converted or exchangedexchanged (or make any guarantee payments with respect to the foregoing)), (ii) not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem, redeem any debt securities (including guarantees) issued by the Company that rank pari passu with or junior to or PARI PASSU with the Securities and (iii) not make any guarantee payments with respect to the foregoingforegoing (other than pursuant to the Guarantee). Prior to the termination of any such Extension Period, the Company may further extend such Extension Period; PROVIDEDprovided, that such Extension Period Period, together with all such previous and further extensions thereof thereof, may not exceed 20 consecutive quarters and may not or extend beyond the maturity date of the Securities. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirements. No interest during an Extension Period, except at the end thereof, Period shall be due and payable. If the Property Trustee is the sole holder Holder of the Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Regular Trustees, the Property Trustee and the Trustee of its selection of such Extension Period at least one Business Day 106 prior to the earlier of (i) the date the distributions on the Preferred Securities are payable or (ii) if the Preferred Securities are listed on the New York Stock Exchange, Inc. ("NYSE") Exchange or other stock exchange or quotation system, the date the Trust is required to give notice to the NYSE New York Stock Exchange or other applicable self-regulatory organization or to holders of the Preferred Securities on of the record date or the date such distributions are payable, but in any event not less than ten 10 Business Days prior to such record date. If the Property Trustee is not the sole holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of an such Extension Period at least ten 10 Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Preferred Securities are listed on the NYSE New York Stock Exchange or other stock exchange or quotation system, the date the Company is required to give notice to NYSE the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Securities on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. The quarter in which any notice is given pursuant to the paragraphs second and third paragraphs of this Section 3 2 shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph one of this Section 32.

Option to Extend Interest Payment Period. (a) The Company shall have the right at any time during the term of the Securities to defer interest payments (including Additional Payments) from time to time by extending the interest payment period for successive periods (each, an "Extension Period") not exceeding 20 consecutive quarters for each such period; PROVIDEDprovided, no Extension Period may extend beyond the maturity date of the Securities. At the end of each Extension Period, the Company shall be responsible for the payment of, and the Company shall pay all interest then accrued and unpaid (including Additional Interest and Liquidated DamagesInterest) together with interest thereon compounded quarterly at the rate specified for the Securities to the extent permitted by applicable law ("Compounded Interest"); PROVIDEDprovided, that during any Extension Period, the Company shall not, and shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (i) not declare or pay dividends on, or make distributions a distribution with respect to, or redeem, redeem or purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (except for other than (1) dividends or distributions in shares of Common Stock on Common Stock or on the Preferred Stock, (2A) purchases or acquisitions of shares of Common Stock made in connection with the satisfaction by the Company of its obligations under any employee benefit plan of plans or the Company or its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases satisfaction by the Company made from officers of its obligations pursuant to any contract or employees of security requiring the Company or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed market value on the date of any such repurchase and shall not exceed $1 million in the aggregate for all such employees and officers, (3) conversions or exchanges of purchase shares of Common Stock Stock, (B) as a result of any a reclassification of the Company's capital stock or the exchange or conversion of one class into shares or series of Common Stock of the Company's capital stock for another class or series of the Company's capital stock or (4C) purchases the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of any of such capital stock or the Company's securities security being converted or exchanged)) or make any guarantee payments with respect to the foregoing, (ii) not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem, redeem any debt securities (including guarantees) issued by the Company that rank pari passu with or junior to or PARI PASSU with the Securities and (iii) not make any guarantee payments with respect to the foregoingforegoing (other than pursuant to the Guarantee). Prior to the termination of any such Extension Period, the Company may further extend such Extension Period; PROVIDEDprovided, that such Extension Period Period, together with all such previous and further extensions thereof thereof, may not exceed 20 consecutive quarters and may not or extend beyond the maturity date of the Securities. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirements. No interest during an Extension Period, except at the end thereof, Period shall be due and payable. Notwithstanding any other provision in this Indenture to the contrary, the Company shall not have the right at any time to defer any Additional Interest, including by extending the interest payment period. (b) If the Property Trustee is the sole holder Holder of the Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Regular Trustees, the Property Trustee and the Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Preferred Securities are payable or (ii) if the Preferred Securities are listed on the New York Stock Exchange, Inc. ("NYSE") Exchange or other stock exchange or quotation system, the date the Trust is required to give notice to the NYSE New York Stock Exchange or other applicable self-regulatory organization or to holders of the Preferred Securities on of the record date or the date such distributions are payable, but in any event not less than ten 10 Business Days prior to such record date. . (c) If the Property Trustee is not the sole holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of an such Extension Period at least ten 10 Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Preferred Securities are listed on the NYSE New York Stock Exchange or other stock exchange or quotation system, the date the Company is required to give notice to NYSE the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Securities on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. . (d) The quarter in which any notice is given pursuant to the second paragraphs (b) and third paragraphs of this Section 3 (c) hereof shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph of this Section 3(a) hereof.

Option to Extend Interest Payment Period. The (a) Provided that no Event of Default has occurred and is continuing, the Company shall have the right at any time during the term of the Securities Convertible Debentures to defer interest payments (including Additional Payments) from time to time by extending the interest payment period for successive periods (each, an "Extension Period") not exceeding 20 consecutive quarters for each such period; PROVIDEDprovided, no Extension Period may extend beyond the maturity date of the SecuritiesConvertible Debentures. At the end of each Extension Period, the Company shall be responsible for the payment of, and the Company shall pay all interest then accrued and unpaid (including Additional Interest and Liquidated DamagesInterest) together with interest thereon compounded quarterly at the rate specified for the Securities Convertible Debentures to the extent permitted by applicable law ("Compounded Interest"); PROVIDEDprovided, that during any Extension Period, the Company shall not, and shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (i) not declare or pay dividends on, or make distributions a distribution with respect to, or redeem, redeem or purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (except for other than (1) dividends or distributions in shares of Common Stock on Common Stock or on the Preferred Stock, (2A) purchases or acquisitions of shares of Company Common Stock made in connection with the satisfaction by the Company of its obligations under any employee benefit plan of plans or the Company or its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases satisfaction by the Company made from officers of its obligations pursuant to any contract or employees security requiring the Company to purchase shares of Company Common Stock, (B) as a result of a reclassification of the Company Company's capital stock or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed market value on the date exchange or conversion of any such repurchase and shall not exceed $1 million in the aggregate for all such employees and officers, (3) conversions or exchanges of shares of Common Stock of any one class into shares or series of Common Stock of the Company's capital stock for another class or series of the Company's capital stock or (4C) purchases the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of any of such capital stock or the Company's securities security being converted or exchanged)) or make any guarantee payments with respect to the foregoing, (ii) not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem, redeem any debt securities (including guarantees) issued by the Company that rank pari passu with or junior to the Convertible Debentures (except by conversion into or PARI PASSU with the Securities exchange for shares of its capital stock) and (iii) not make any guarantee payments with respect to the foregoingforegoing (other than pursuant to the Guarantee). Prior to the termination of any such Extension Period, the Company may further extend such Extension Period; PROVIDEDprovided, that such Extension Period Period, together with all such previous and further extensions thereof thereof, may not exceed 20 consecutive quarters and may not or extend beyond the maturity date of the SecuritiesConvertible Debentures. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirements. No interest during an Extension Period, except at the end thereof, shall be due and payable. Notwithstanding any other provision in this Indenture to the contrary, the Company shall not have the right at any time to defer any Additional Interest, including by extending the interest payment period. (b) If the Property Trustee is the sole holder Holder of the Securities Convertible Debentures at the time the Company selects an Extension Period, the Company shall give written notice to the Regular Trustees, Administrative Trustees and the Property Trustee and the Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Preferred Securities are payable or (ii) if the Preferred Securities are listed on the New York Stock Exchange, Inc. ("NYSE") Exchange or other stock exchange or quotation system, the date the Trust is required to give notice to the NYSE New York Stock Exchange or other applicable self-regulatory organization or to holders of the Preferred Securities on of the record date or the date such distributions are payable, but in any event not less than ten 10 Business Days prior to such record date. The Company shall cause the Trust to give notice of the Company's selection of such Extension Period to the holders of the Preferred Securities. (c) If the Property Trustee is not the sole holder of the Securities Convertible Debentures at the time the Company selects an Extension Period, the Company shall give the Holders of the Convertible Debentures and the Trustee written notice of its selection of an such Extension Period at least ten 10 Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Preferred Securities are listed on the NYSE New York Stock Exchange or other stock exchange or quotation system, the date the Company is required to give notice to NYSE the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Securities Convertible Debentures on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. . (d) The quarter in which any notice is given pursuant to the second paragraphs (b) and third paragraphs of this Section 3 (c) hereof shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph of this Section 3(a) hereof.

Option to Extend Interest Payment Period. The So long as no Indenture Event of Default has occurred and is continuing, the Company shall have the right at any time during the term of the Securities Debentures to defer interest payments from time to time by extending the interest payment period for successive periods (each, an "Extension Period") not exceeding 20 consecutive quarters for each such period; PROVIDED, except that no Extension Period may extend beyond the maturity date of the SecuritiesDebentures. At the end of each Extension Period, the Company shall be responsible for the payment of, and the Company shall pay all interest then accrued and unpaid (including Additional Interest and Liquidated Damages) together with interest thereon compounded quarterly at the rate specified for the Securities Debentures to the extent permitted by applicable law ("Compounded Interest"); PROVIDEDprovided, that during any Extension Period, the Company shall not, and shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (ia) declare or pay dividends on, or make distributions a distribution with respect to, or redeem, redeem or purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (except for other than (1) dividends or distributions in shares of Common Stock on Common Stock or on the Preferred Stock, (2i) purchases or acquisitions of shares of Common Stock made (or Common Stock equivalents) in connection with the satisfaction by the Company of its obligations under any employee benefit plan of or agent plans or the Company or its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases satisfaction by the Company made of its obligations pursuant to any contract or security requiring the Company to purchase shares of Com mon Stock (or Common Stock equivalents), (ii) purchases of shares of Common Stock (or Common Stock equivalents) from officers or employees of the Company or its subsidiaries upon termination of employment or retirement not pursuant to employment agreements shall be made at a price not any obligation under any contract or security requiring the Company to exceed market value on the date purchase shares of any such repurchase and shall not exceed $1 million in the aggregate for all such employees and officersCommon Stock (or Common Stock equivalents), (3iii) conversions as a result of a reclassification of the Company's capital stock or exchanges 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, (iv) dividends or distributions of shares of Common Stock of any one class into shares of on Common Stock of another class or (4v) purchases the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of any of such capital stock or the Company's securities security being converted or exchanged), (iib) make any payment of interest, principal or of (premium, if any, ) or interest on or repay, repurchase or redeem, redeem any debt securities (including guarantees) issued by the Company that rank junior to or PARI PASSU with or junior to the Securities Debentures and (iiic) make any guarantee payments with respect to any of the foregoingforegoing (other than pursuant to the Guarantee). Prior to the termination of any such Extension Period, the Company may further extend such Extension Period; PROVIDEDprovided, that such Extension Period together with all previous and further extensions thereof may not exceed 20 consecutive quarters and may not extend beyond the maturity of the SecuritiesDebentures. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirements. No interest during an Extension Period, except at the end thereof, shall be due and payable. If the Property Trustee is the sole holder of the Securities Debentures at the time the Company selects an Extension Period, the Company shall give notice to the Regular Administrative Trustees, the Property Trustee and the Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Trust Preferred Securities are payable or (ii) if the Trust Preferred Securities are listed on the New York Stock Exchange, Inc. ("NYSE") Exchange or other stock exchange or quotation system, the date the Trust is required to give notice to the NYSE New York Stock Exchange or other applicable self-regulatory organization or to holders of the Trust Preferred Securities on the record date or the date such distributions are payable, but in any event not less than ten Business Days prior to such record date. If the Property Trustee is not the sole holder of the Securities Debentures at the time the Company selects an Extension Period, the Company shall give the Holders of the Debentures and the Trustee notice of its selection of an Extension Period at least ten Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Preferred Securities are listed on the NYSE or other stock exchange or quotation system, the date the Company is required to give notice to NYSE the New York Stock Exchange or other any applicable self-regulatory organization or to holders of the Securities on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. The quarter in which any notice is given pursuant to the second and third paragraphs of this Section 3 shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph of this Section 3.

Option to Extend Interest Payment Period. The (a) So long as the Company is not in default in the payment of interest on the Series A Debentures, the Company shall have the right at any time during the term of the Securities to defer payments of interest payments from time to time on the Series A Debentures by extending the interest payment period of the Series A Debentures at any time and from time to time for successive up to 20 consecutive quarterly interest periods (each, each such period an "Extension Extended Interest Payment Period") not exceeding 20 consecutive quarters for each such period; PROVIDED), no Extension Period may extend beyond the maturity date of the Securities. At at the end of each Extension Period, the Company shall be responsible for the payment of, and which period the Company shall pay all interest then accrued and unpaid thereon (including Additional together with Compounded Interest and Liquidated Damages) together with interest thereon compounded quarterly at the rate specified for the Securities to the extent permitted by applicable law ("Compounded Additional Interest", if any); PROVIDED, provided that during no Extended Interest Payment Period may extend beyond the Maturity Date or redemption date of the Series A Debentures. (b) During any Extension Extended Interest Payment Period, the Company shall not, and shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (i) declare or pay dividends any dividend on, make distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a distribution or liquidation payment with respect to, any of its capital stock stock, other than: (except for (1A) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, the Company's common stock; (B) any declaration of Common Stock on Common Stock or on the Preferred Stock, (2) purchases or acquisitions of shares of Common Stock made a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any employee benefit such plan of the Company or its subsidiaries in the ordinary course of business future, or pursuant to employment agreements with officers the redemption or employees of the Company or its subsidiaries entered into in the ordinary course of business, provided that such repurchases by the Company made from officers or employees of the Company or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed market value on the date repurchase of any such repurchase and shall not exceed $1 million in rights pursuant thereto; (C) as a result of a reclassification of the aggregate for all such employees and officers, (3) conversions Company's capital stock or exchanges the exchange or the conversion of shares of Common Stock of any one class into shares or series of Common Stock of the Company's capital stock for another class or series of the Company's capital stock; (4D) purchases the payment of accrued dividends and the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (E) purchases of the Company's common stock related to the issuance of the Company's common stock or rights under any of the Company's securities being converted or exchanged)benefit plans for its directors, (ii) make any payment of interestofficers, principal or premium, if any, on or repay, repurchase or redeememployees, any debt securities issued by of the Company that rank junior to Company's dividend reinvestment plans or PARI PASSU with stock purchase plans, or any of the Securities and (iii) make any guarantee payments with respect to the foregoing. Prior to the termination benefit plans of any such Extension Period, the Company may further extend such Extension Period; PROVIDED, that such Extension Period together with all previous and further extensions thereof may not exceed 20 consecutive quarters and may not extend beyond the maturity of the Securities. Upon the termination of any Extension Period and the payment of all amounts then dueCompany's Affiliates for such Affiliates' directors, the Company may commence a new Extension Period, subject to the above requirements. No interest during an Extension Period, except at the end thereof, shall be due and payable. If the Property Trustee is the sole holder of the Securities at the time the Company selects an Extension Period, the Company shall give notice to the Regular Trustees, the Property Trustee and the Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Preferred Securities are payable officers or (ii) if the Preferred Securities are listed on the New York Stock Exchange, Inc. ("NYSE") or other stock exchange or quotation system, the date the Trust is required to give notice to the NYSE or other applicable self-regulatory organization or to holders of the Preferred Securities on the record date or the date such distributions are payable, but in any event not less than ten Business Days prior to such record date. If the Property Trustee is not the sole holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders and the Trustee notice of its selection of an Extension Period at least ten Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Preferred Securities are listed on the NYSE or other stock exchange or quotation system, the date the Company is required to give notice to NYSE or other applicable self-regulatory organization or to holders of the Securities on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. The quarter in which any notice is given pursuant to the second and third paragraphs of this Section 3 shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph of this Section 3.employees;

Option to Extend Interest Payment Period. The Company shall have the right at any time during the term of the Securities Debentures to defer interest payments from time to time by extending the interest payment period for successive periods (each, an "Extension Period") not exceeding 20 consecutive quarters for each such period; PROVIDEDexcept that, no Extension Period may extend beyond the maturity date of the SecuritiesDebentures. At the end of each Extension Period, the Company shall be responsible for the payment of, and the Company shall pay all interest then accrued and unpaid (including Additional Interest and Liquidated Damages) together with interest thereon compounded quarterly at the rate specified for the Securities Debentures to the extent permitted by applicable law ("Compounded Interest"); PROVIDEDprovided, that during any Extension Period, the Company shall not, and (a) shall not allow any of its Subsidiaries (other than, with respect to clause (i) below only, its wholly owned Subsidiaries) to, (i) 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 stock, (except for (1i) dividends or distributions in shares of Common Stock on Common Stock or on the Preferred Stock, (2ii) purchases or acquisitions of shares of Common Stock made in connection with any employee benefit plan of the Company plans, purchases made from employees or its subsidiaries in the ordinary course of business or officers pursuant to employment agreements, or purchases made under option agreements with officers or employees (upon the exercise of the Company or its subsidiaries entered into in the ordinary course of businessoptions granted thereunder), provided the plan or agreement was in existence on October 9, 1996, and provided further, that such repurchases by the Company made from officers or employees of the Company or its subsidiaries Subsidiaries pursuant to employment or option agreements shall be made at a price not to exceed market value on the date of any such repurchase and shall not exceed $1 5 million in the aggregate for all such employees and officers, (3iii) conversions or exchanges of any shares of one Common Stock of any one class into shares of Common Stock of another class or class, and (4iv) purchases of fractional interests in of shares of the Company's capital stock pursuant to the conversion or exchange provisions of any of the Company's securities being converted or exchanged), (iib) shall not make any payment of interest, principal or premium, if any, on on, or repay, repurchase or redeem, any debt securities issued by the Company that rank junior to or PARI PASSU pari passu with the Securities Debentures (except by conversion into or exchange for shares of Common Stock and (iiic) shall not make any guarantee payments with respect to the foregoing. Prior to the termination of any such Extension Period, the Company may further extend such Extension Period; PROVIDED, provided that such Extension Period together with all previous and further extensions thereof may not exceed 20 consecutive quarters and may not extend beyond the maturity of the SecuritiesDebentures. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject to the above requirements. No interest during an Extension Period, except at the end thereof, shall be due and payable. If the Property Trustee is the sole holder of the Securities Debentures at the time the Company selects an Extension Period, the Company shall give notice to the Regular Trustees, the Property Trustee and the Trustee of its selection of such Extension Period at least one Business Day prior to the earlier of (i) the date the distributions on the Preferred Securities are payable or (ii) if the Preferred Securities are listed on the New York Stock Exchange, Inc. ("NYSE") Exchange or other stock exchange or quotation system, the date the Trust is required to give notice to the NYSE New York Stock Exchange or other applicable self-regulatory organization or to holders of the Preferred Securities on the record date or the date such distributions are payable, but in any event not less than ten Business Days prior to such record date. If the Property Trustee is not the sole holder of the Securities Debentures at the time the Company selects an Extension Period, the Company shall give the Holders of these Debentures and the Trustee notice of its selection of an Extension Period at least ten Business Days prior to the earlier of (i) the next succeeding Interest Payment Date or (ii) if the Preferred Securities are listed on the NYSE New York Stock Exchange or other stock exchange or quotation system, the date the Company is required to give notice to NYSE the New York Stock Exchange or other applicable self-regulatory organization or to holders of the Securities Debentures on the record or payment date of such related interest payment, but in any event not less than two Business Days prior to such record date. The quarter in which any notice is given pursuant to the second and third paragraphs of this Section 3 shall be counted as one of the 20 quarters permitted in the maximum Extension Period permitted under the first paragraph of this Section 3.