Common use of Optional Deferral of Interest Clause in Contracts

Optional Deferral of Interest. (a) As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has the right, at any time and from time to time, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures for a period (each, an "Extension Period") not exceeding 20 consecutive quarters, during which Extension Period no interest shall be due and payable on the Debentures; provided that no Extension Period shall end on a date other than an Interest Payment Date or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. 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. (b) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder of the Debentures, the Company shall give notice of its election of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holders. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (a) As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the The Company has shall have the right, at any time and from time to timetime during the term of the Notes, to elect to defer payments payment of interest all or any portion of any Current Interest and/or Deferred Interest otherwise due on the Debentures by extending Notes on any Interest Payment Date (“Optional Deferral”); provided, however, that the interest Company may not (i) elect to defer payment period of any Interest otherwise due on any Interest Payment Date if, as a result of such deferral, the Company shall have deferred payment of some or all of the Interest due on a number of consecutive Interest Payment Dates with respect to a number of consecutive Interest Periods which, when taken together as a single period, would equal or exceed ten (10) consecutive years, or (ii) elect to defer payment of any Interest due on the Debentures maturity date of the Notes, or, with respect to any Notes being redeemed, on the Redemption Date for a period (each, an "Extension Period") not exceeding 20 consecutive quarters, during which Extension Period no interest such Notes. No Interest on the Notes shall be due and payable on the Debentures; provided that no Extension Period shall end on a date other than an any Interest Payment Date or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketingduring an Optional Deferral Period; however, any such Extension Period Interest shall terminate, and interest shall become payable in cash accrue on the next Interest Payment Date. Despite Notes during such deferral, interest shall continue to accrue period in accordance with additional interest thereon Sections 2.6(a) and 2.6(d). (to the extent permitted by applicable lawb) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to Following the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. Upon the termination of any Extension an Optional Deferral Period and the payment of all amounts then dueDeferred Interest accrued during such Optional Deferral Period, the Company may commence a new Extension Period, subject again elect pursuant to the above requirementsSection 4.1(a) to make an Optional Deferral of Interest. (bc) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder of the Debentures, the Company shall give notice of its election of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) On the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required desires to give notice terminate an Optional Deferral Period or at the end of an Optional Deferral Period pursuant to clause (b) of the record date or definition of “Optional Deferral Period,” the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holders. (iii) The Company shall pay all deferred interest Deferred Interest and Compounded Current Interest due on such Interest Payment Date. Such Interest shall be payable to the Holders of the Notes in whose names the Notes are registered in the Debt Security Register for the Notes on the Debentures prior record date with respect to the exercise of its right to cause a Remarketing of the Debenturessuch Interest Payment Date.

Optional Deferral of Interest. (a) As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has the right, at any time and from time to time, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures for a period (each, an "Extension Period") not exceeding 20 consecutive quarters, during which Extension Period no interest shall be due and payable on the Debentures; provided provided, however, that no Extension Period shall end on a date other than an Interest Payment Date for the Debentures or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing DateDebentures, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided provided, however, that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. 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. (b) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder of the Debentures, the Company shall give notice of its election of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holders. (iii) . The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures. During an Extension Period, the Company may not: (a) declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire, or make a liquidation payment relating to, any of its capital stock, or any warrants, options or other rights to acquire capital stock (but excluding any debt security that is convertible into or exchangeable for capital stock); or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank on a parity with or junior in interest to the Debentures or make any payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks on a parity with or junior in interest to the Debentures; in each case, other than: (i) dividends or distributions in capital stock (or rights to acquire capital stock) of the Guarantor; (ii) payments under the Guarantee; (iii) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant to a rights agreement; (iv) repurchases or acquisitions of shares of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or any other contractual obligation of the Guarantor; or (v) as a result of an exchange or conversion of the Guarantor's capital stock for another class or series of the Guarantor's capital stock; (vi) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vii) repurchases of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations pursuant to any acquisitions of businesses made by the Guarantor (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses).

Optional Deferral of Interest. (a) As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the The Company has shall have the right, at any time and from time to timetime during the term of the LoTSSM, to elect to defer payments payment of interest all or any portion of any Current Interest and/or Deferred Interest otherwise due on the Debentures by extending LoTSSM on any Interest Payment Date (“Optional Deferral”); provided, however, that the interest Company may not (i) elect to defer payment period of Interest if an Event of Default has occurred and is continuing as of the date of the Company’s notice of its election to the Trustee, (ii) elect to defer payment of any Interest otherwise due on any Interest Payment Date if the Company has deferred payment of some or all of the Interest due on a number of consecutive Interest Payment Dates with respect to a number of consecutive Interest Periods which, taken together as a single period, would exceed ten (10) consecutive years, or (iii) elect to defer payment of any Interest due on the Debentures maturity date of the LoTSSM, or, with respect to any LoTSSM being redeemed, on the Redemption Date for a period (each, an "Extension Period") not exceeding 20 consecutive quarters, during which Extension Period no interest such LoTSSM. No Interest on the LoTSSM shall be due and payable on the Debentures; provided that no Extension Period shall end on a date other than an any Interest Payment Date or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketingduring an Optional Deferral Period; however, any such Extension Period Interest shall terminate, and interest shall become payable in cash accrue on the next Interest Payment Date. Despite LoTSSM during such deferral, interest shall continue to accrue period in accordance with additional interest thereon Sections 2.6(a) and 2.6(d). (to the extent permitted by applicable lawb) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to Following the termination of any such Extension an Optional Deferral Period pursuant to clause (a) of the definition of Optional Deferral Period, the Company may further defer payments again elect pursuant to Section 4.1(a) to make an Optional Deferral of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond Interest. (c) On the Stated Maturity. At Interest Payment Date on which the termination of any Extension Company desires to terminate an Optional Deferral Period, the Company shall pay all interest then accrued Deferred Interest and unpaid, plus Compounded InterestCurrent Interest due on such Interest Payment Date. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject Such Interest shall be payable to the above requirements. (b) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder Holders of the Debentures, LoTSSM in whose names the Company shall give notice of its election of such Extension Period to LoTSSM are registered in the Property Trustee, Debt Security Register for the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date LoTSSM on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date with respect to such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the HoldersDate. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (a) As Subject to Section 2.06 and Section 2.08 of the First Supplemental Indenture, as long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing no Trigger Event has not occurredoccurred and no Trigger Period caused thereby is continuing, the Company has shall have the right, right at any time and from time to time, to defer payments of interest on the Debentures Notes by extending the interest payment period Interest Payment Period on the Debentures Notes for a period (each, an "Extension PeriodOPTIONAL EXTENSION PERIOD") not exceeding 20 consecutive quartersten years, during which Optional Extension Period no deferred interest on the Notes shall not be due and payable but will continue to accrue and compound semi-annually or quarterly, as applicable, to the extent permitted by applicable law, at the then applicable rate of interest on the Debenturesnotes; provided that no such Optional Extension Period shall may end on a date other than an Interest Payment Date or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate stated maturity of the principal amount of Notes. At the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination end of any such Optional Extension Period, the Company may further defer payments settle any and all Optionally Deferred Interest with cash from any source until the date that is five years following the first Interest Payment Date as of interest by further extending such which the Company commenced an Optional Extension Period; provided that such Extension PeriodPeriod on the Notes. Thereafter, together subject to the occurrence of a Market Disruption Event, the Company must immediately and continuously use its Commercially Reasonable Efforts to sell shares of Common Stock and to use the proceeds therefrom to pay any outstanding Optionally Deferred Interest in accordance with all such previous and further extensions the Alternative Coupon Satisfaction Mechanism. If a Trigger Event occurs after commencement of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any an Optional Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. Upon the termination of any Optional Extension Period will be deemed suspended for so long as the Trigger Period is continuing. Once the Trigger Period is no longer continuing, the right of the Company to optionally defer payment of interest will continue, subject to the limitations and consequences described herein. The first Interest Payment Date on which the Company defers the payment of any interest (whether due to an optional deferral or the occurrence of a Trigger Event) will commence an Optional Extension Period. This Optional Extension Period will not be considered terminated until the first date thereafter when all amounts accrued and unpaid interest, together with any Compounded Interest, has been paid by the Company. An Optional Extension Period may not, under any circumstances, extend beyond the tenth anniversary of its commencement or beyond the stated maturity date of the Notes. When and if an Optional Extension Period is terminated because the Company has paid in full all accrued and unpaid interest then dueowed by the Company, together with any Compounded Interest thereupon, the Company may commence a new Optional Extension Period, subject to the above requirements. (b) The procedure requirements of Section 2.06, there being no limit to the number of such new Optional Extension Period that the Company must follow to exercise its option to defer payments of interest on the Debentures for may commence. During an Optional Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder of the DebenturesPeriod, the Company shall give notice not (and shall not permit any of its election of such Extension Period to Subsidiaries to) make the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice payments or take any of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders actions set forth in Section 3.01 of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the HoldersFirst Supplemental Indenture. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (a) As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has The Partnership shall have the right, at any time and from time to timetime during the term of the Notes, to elect to defer payments payment of interest all or any portion of any Current Interest and/or Deferred Interest otherwise due on the Debentures by extending Notes on any Interest Payment Date (“Optional Deferral”); provided, however, that the interest Partnership may not (i) elect to defer payment period of any Interest otherwise due on any Interest Payment Date if, as a result of such deferral, the Partnership shall have deferred payment of some or all of the Interest due on a number of consecutive Interest Payment Dates with respect to a number of consecutive Interest Periods which, when taken together as a single period, would exceed five consecutive years, or (ii) elect to defer payment of any Interest due on the Debentures maturity date of the Notes, or, with respect to any Notes being redeemed, on the Redemption Date for a period (each, an "Extension Period") not exceeding 20 consecutive quarters, during which Extension Period no interest such Notes. No Interest on the Notes shall be due and payable on the Debentures; provided that no Extension Period shall end on a date other than an any Interest Payment Date or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketingduring an Optional Deferral Period; however, any such Extension Period Interest shall terminate, and interest shall become payable in cash accrue on the next Interest Payment Date. Despite Notes during such deferral, interest shall continue to accrue period in accordance with additional interest thereon Sections 2.6(a) and 2.6(d). (to the extent permitted by applicable lawb) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to Following the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. Upon the termination of any Extension an Optional Deferral Period and the payment of all amounts then dueDeferred Interest accrued during such Optional Deferral Period and all Current Interest, the Company Partnership may commence a new Extension Period, subject again elect pursuant to the above requirementsSection 4.1(a) to make an Optional Deferral of Interest. (bc) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder of the Debentures, the Company shall give notice of its election of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) On the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required Partnership desires to give notice terminate an Optional Deferral Period or at the end of an Optional Deferral Period pursuant to clause (b) of the definition of “Optional Deferral Period,” the Partnership shall pay all Deferred Interest and Current Interest due on such Interest Payment Date. Such Interest shall be payable to the Holders of the Notes in whose names the Notes are registered in the Security Register for the Notes on the record date or the payment date of with respect to such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the HoldersInterest Payment Date. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (a) As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has the right, at any time and from time to time, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures for a period (each, an "Extension Period") not exceeding 20 consecutive quarters, during which Extension Period no interest shall be due and payable on the Debentures; , provided that no Extension Period shall end on a date other than an Interest Payment Date for the Debentures or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing DateDebentures, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. 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. (b) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder of the Debentures, the Company shall give notice of its election of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holders. (iii) . The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures. During an Extension Period, the Company may not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of its capital stock; or (b) make any payment of principal of or interest on or repay, repurchase or redeem any debt securities of the Company that rank on a parity with or junior in interest to the Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks on a parity with or junior in interest to the Debentures; in each case, other than: (i) dividends or distributions in capital stock (or rights to acquire capital stock) of the Company; (ii) payments under the Guarantee; (iii) any declarations of a dividend in connection with the implementation of a shareholders' rights plan, or the issuances of stock under any such plan in the future, or redemptions or repurchases of any rights pursuant to a rights agreement; (iv) purchases or acquisitions of capital stock of the Company in connection with the satisfaction by the Company of its obligations under any employee benefit plans; and (v) repurchases of capital stock of the Company in connection with the satisfaction by the Company of its obligations pursuant to any acquisitions of businesses made by the Company (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses).

Optional Deferral of Interest. (a) As So long as (i) no Event of Default has occurred and is continuing and (ii) no Trigger Event has occurred and the related Trigger Period is continuing, and as long as a Failed Remarketing has not occurred, the Company has the rightmay elect to defer one or more payments of interest on such Junior Subordinated Debentures (an “Optional Deferral” and any such deferred interest, “Optionally Deferred Interest”) at any time during the term of the Junior Subordinated Debentures, and from time to time, for up to ten years (which may include a combination of semi-annual and quarterly Interest Payment Periods) without giving rise to an Event of Default and acceleration under the terms of the Indenture, provided, however, that (notwithstanding anything to the contrary herein) the Company may not defer payments any payment of interest on past the Debentures by extending the interest payment period on the Debentures for a period Maturity Date and no Optional Deferral Period (each, an "Extension Period"as defined below) not exceeding 20 consecutive quarters, during which Extension Period no interest shall be due and payable on the Debentures; provided that no Extension Period shall may end on a date other than on an Interest Payment Date or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferralDuring any Optional Deferral and for so long as any Optionally Deferred Interest remains outstanding (an “Optional Deferral Period”), interest shall the Company may pay Optionally Deferred Interest that was deferred through the Fifth Deferral Anniversary out of any source of funds. Optionally Deferred Interest will continue to accrue with additional interest thereon (and compound on each Interest Payment Date, to the extent permitted by applicable law) , at the Coupon Rate then applicable interest rate on the Junior Subordinated Debentures. If Optional Deferral has continued beyond the Fifth Deferral Anniversary, then the provisions of Section 6.2 hereof will apply, and the Company (except on the Final Maturity Date or upon an acceleration of the principal amount Junior Subordinated Debentures following an Event of Default (an “Acceleration Date”) with respect to the Junior Subordinated Debentures) must make Commercially Reasonable Efforts to sell Common Stock (unless such interest has been (or is being) paid from the proceeds of Qualifying Warrants) to satisfy its obligation to pay Optionally Deferred Interest on the Junior Subordinated Debentures and may pay such Optionally Deferred Interest only out of the Debentures or net proceeds from the Reset Rate sale of the Accreted Value of the Debentures on the Remarketing DateQualifying APM Securities. Additionally, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such Extension Optional Deferral Period, the Company may further defer payments of interest restrictions on payment by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued of dividends and unpaidother distributions on capital stock pursuant to Section 6.1 hereof will apply. Subject to the proviso in the first sentence of this Section 4.1, plus Compounded Interest. Upon there is no limit on the termination number of any Extension Period and the payment of all amounts then due, Optional Deferral Periods that the Company may commence a new Extension Period, subject to the above requirementsbegin. (b) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder of the Debentures, the Company shall give notice of its election of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holders. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (a) As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has the right, at any time and from time to time, time to defer payments of interest other than Contingent Interest on the Debentures by extending the interest payment period on the Debentures for a period (each, an "Extension Period") not exceeding 20 consecutive quartersquarterly periods, during which Extension Period no interest shall be due and payable on the Debentures; , provided that no Extension Period shall end on a date other than an Interest Payment Date for the Debentures or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Maturity Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters quarterly periods or extend beyond the Stated MaturityMaturity Date. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. 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.. During an Extension Period, the Company may not, and will not permit any subsidiary to: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of its capital stock; or (b) The procedure make any payment of principal or premium (if any) of, or interest on, or repay, repurchase or redeem any debt securities of the Company must follow that rank on a parity with or junior in interest to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as followsor make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks on a parity with or junior in interest to the Debentures; in each case, other than: (i) If dividends or distributions payable in the Property Trustee shall be the only Holder Company's capital stock, or options, warrants or rights to acquire capital stock of the DebenturesCompany, or repurchases or redemptions of capital stock of the Company shall give notice solely from the issuance or exchange of its election capital stock of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of:Company; (Aii) payments under the Trust PIERS Guarantee; (iii) the next date on which Distributions on the Preferred Securities are payable; or (B) payment of any dividend within 60 days after the date the Administrative Trustees are required to give notice of declaration of the record date or dividend if, at the date such Distributions are payable for the first quarter of such Extension Period to declaration, (x) any national stock exchange or other organization if paid on which that date, the Preferred Securities are listed or quoted, if any, or payment of the dividend would not have been prohibited by an election to defer interest payments and (y) the holders declaration was in accordance with the Company's dividend policy in effect immediately prior to its declaration of the Preferred Securities; ordividend; (iiiv) If any declarations of a dividend in connection with the Property Trustee shall not be implementation of a shareholders' rights plan, or the Holder issuances of stock under any such plan in the future, or redemptions or repurchases of any rights pursuant to a rights agreement; (v) purchases or acquisitions of capital stock of the Debentures, Company in connection with the satisfaction by the Company shall give notice of its election obligations under any employee, director or agent benefit plans or any dividend reinvestment or stock purchase plan; (vi) in connection with the reclassification of any class or series of the Company's capital stock, or the exchange or conversion of one class or series of the Company's capital stock for or into another class or series of its capital stock; (vii) the purchase of fractional interests in shares of the Company's capital stock in connection with the conversion or exchange provisions of that capital stock or the security being converted or exchanged; and (viii) repurchases of capital stock of the Company in connection with the satisfaction by the Company of its obligations pursuant to any acquisitions of businesses made by the Company (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holdersbusinesses). (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (a) As Subject to Section 3.2, as long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has shall have the right, right at any time and from time to time, to defer payments of interest on the Debentures by extending the interest payment period Interest Payment Period on the Debentures for a period (each, an "Extension Period") not exceeding 20 consecutive quarters10 years, during in the aggregate, following the Interest Payment Date on which Extension Period no interest was deferred (an “Optional Deferral Period”). During an Optional Deferral Period, Deferred Interest on the Debentures shall not be due and payable payable, but will continue to accrue and compound semi-annually at the Debenture Interest Rate. (b) An Optional Deferral Period shall terminate on such date as all accrued and unpaid interest, together with Compounded Interest, if any, has been paid by the Debentures; Company, provided that in no Extension event shall an Optional Deferral Period shall end on a date other than an Interest Payment Date or extend beyond the Stated Maturitydate which is 10 years following the commencement of the Optional Deferral Period, beyond the Automatic Conversion Date or beyond the Final Maturity Date of the Debentures. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such Extension an Optional Deferral Period, the Company may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Optional Deferral Period, subject to the above requirementsother conditions in this Section 2.6, there being no limit to the number of such new Optional Deferral Periods the Company may elect. (bc) During an Optional Deferral Period, the Company shall be subject to the covenants set forth in Section 3.1. (d) The procedure the Company must follow to exercise shall give written notice of its option election to defer payments of interest on the Debentures for an Extension Period Optional Deferral Period, which such notice shall be irrevocable, at least 15 and not more than 60 days prior to the first Interest Payment Date during such Optional Deferral Period as follows: (i) If the Property Trustee shall be the only Holder of the Debenturesby first class mail, the Company shall give notice of its election of such Extension Period postage prepaid, addressed to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice Holders of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred SecuritiesDebentures; or (ii) If as to any Global Debenture registered in the Property name of DTC or its nominee, by e-mail, fax, or any other manner as agreed to by the Company and the Holders of any such Global Debenture. A copy of any such notice to Holders of Debentures or Global Debentures, if given by the Company, shall be mailed or delivered to the Trustee at the same time. (e) The Company shall give written notice to the Holders of Debentures, with a copy to the Trustee, of its election to terminate an Optional Deferral Period at least 15 days but not more than 60 days prior to the Interest Payment Date upon which the Optional Deferral Period shall terminate and all Deferred Interest shall be paid. (f) By acquiring a Debenture or an interest therein, each Holder or beneficial owner of a Debenture, as the Holder case may be, agrees that if there is an Event of Default pursuant to Section 2.9(a)(iv) prior to the Final Maturity Date, the Automatic Conversion Date or conversion of the Debentures, any unpaid Deferred Interest, or Compounded Interest thereon, in excess of the amount of such interest that is equal to two years of accrued and unpaid interest (including Compounded Interest on the two earliest years of Deferred Interest) on the Debentures (the “Foregone Interest”) shall not be due and payable and no such Holder or beneficial owner will have any claim for, and thus any right to receive, such Foregone Interest; provided that such limitation shall not reduce the amounts holders of Senior Indebtedness would have been entitled to receive in the absence thereof. Subject to the foregoing, any Deferred Interest will in all events be due and payable upon the Final Maturity Date. (g) At the termination of any Optional Deferral Period, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) pay all Deferred Interest then accrued and unpaid, together with Compounded Interest, on the Interest Payment Date for on which such Optional Deferral Period terminates. Unless otherwise terminated pursuant to Section 2.6(e), an Optional Deferral Period will be deemed to terminate upon any acceleration of the Final Maturity Date. (h) In no event shall any Optional Deferral Period (i) exceed 10 consecutive years following the first quarter Interest Payment Date on which any interest payment was deferred pursuant to Section 2.6, (ii) unless Deferred Interest is satisfied using the Alternative Payment Mechanism, end on a date other than an Interest Payment Date, (iii) extend beyond the Automatic Conversion Date or (iv) extend beyond the Final Maturity Date. For purposes of such Extension determining compliance with the foregoing limitation on any Optional Deferral Period, (x) only when all Deferred Interest has been paid shall any Optional Deferral Period end; or and (By) after the commencement of an Optional Deferral Period, the period from the first Interest Payment Date for which interest is deferred pursuant to Section 2.6 and ending on the date on which all Deferred Interest, including Compounded Interest, is paid in full, shall be included for purposes of calculating the Company is required to give notice length of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holdersan Optional Deferral Period. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (a) As Subject to Section 2.7(d) hereof, as long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has shall have the right, right at any time time, and from time to time, to defer payments of interest on the Debentures Junior Subordinated Notes by extending the interest payment period Interest Payment Period on the Debentures Junior Subordinated Notes for a period (each, an "Extension “Optional Deferral Period"”) not exceeding 20 consecutive quartersten years following the first Interest Payment Date in such period on which interest was deferred, during which Extension Optional Deferral Period no deferred interest on the Junior Subordinated Notes shall not be due and payable but will continue to accrue and compound quarterly to the extent permitted by applicable law, at the Coupon Rate. The first Interest Payment Date on which the Company defers the payment of any interest on the DebenturesJunior Subordinated Notes will commence an Optional Deferral Period. This Optional Deferral Period will not be considered terminated until the first date thereafter when all accrued and unpaid interest, together with any Additional Interest, has been paid by the Company. An Optional Deferral Period may not, under any circumstances, extend beyond the tenth anniversary of its commencement or beyond the Stated Maturity of the Junior Subordinated Notes. When and if an Optional Deferral Period is terminated because the Company has paid in full all accrued and unpaid interest then owed by the Company, together with any Additional Interest thereupon, the Company may commence a new Optional Deferral Period and, subject to the requirements of this Section 2.7, there is no limit to the number of such new Optional Deferral Periods that the Company may commence. (b) During an Optional Deferral Period, the Company shall be subject to the limitations set forth in Section 4.1 of this First Supplemental Indenture. (c) The Company shall give notice of its election to defer payments of interest on the Junior Subordinated Notes for an Optional Deferral Period to the Trustee at least ten Business Days and not more than 60 Business Days prior to the first Interest Payment Date during such Optional Deferral Period. The Trustee shall, in the name and at the expense of the Company, cause notice of such election to be promptly provided to each Holder in accordance with Section 1.06 of the Base Indenture; provided provided, however, that as to any Global Security registered in the name of the Depositary or its nominee the Trustee may provide such notice to the Depositary by e-mail, fax or as otherwise agreed to by the Company and the Depositary. (d) Any unpaid interest on the Junior Subordinated Notes accrued during any Optional Deferral Period, including Additional Interest, shall in all events be due and payable upon the Stated Maturity. At the termination of any Optional Deferral Period, the Company shall pay all deferred interest then accrued and unpaid, together with Additional Interest, on the Interest Payment Date on which such Optional Deferral Period terminates. An Optional Deferral Period will be deemed to terminate upon any redemption or upon any acceleration of the Stated Maturity. In no Extension event shall any Optional Deferral Period shall (i) exceed ten years, (ii) end on a date other than an Interest Payment Date or (iii) extend beyond the Stated Maturity. Upon For purposes of calculating the occurrence foregoing limitation on Optional Deferral Periods, (x) only when all accrued and unpaid interest, together with any Additional Interest thereon, has been paid will any interest payment period during which interest has been deferred no longer be included; and (y) after the commencement of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such Extension an Optional Deferral Period, the Company may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. 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. (b) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder of the Debentures, the Company shall give notice of its election of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for period from the first quarter of such Extension Period Interest Payment Date for which interest was deferred pursuant to (x) any national stock exchange or other organization this Section 2.7 and ending on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which all interest that was deferred pursuant to this Section 2.7, including any Additional Interest, is paid in full, shall be included for purposes of calculating the Company is required to give notice length of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holdersan Optional Deferral Period. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (a) As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has the right, at any time and from time to time, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures for a period (each, an "Extension Period") not exceeding 20 consecutive quarters, during which Extension Period no interest shall be due and payable on the Debentures; provided that no Extension Period shall end on a date other than an Interest Payment Date or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. 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. (b) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder holder of the Debentures, the Company shall give notice of its election of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holders. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (a) As Subject to Section 2.8 and Section 3.2 of the First Supplemental Indenture, as long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing no Mandatory Trigger Event has not occurredoccurred and no Mandatory Extension Period caused thereby is continuing, the Company has shall have the right, right at any time and from time to time, to defer payments of interest on the Debentures this Debenture by extending the interest payment period Interest Payment Period on the Debentures Debenture for a period not exceeding 10 years, in the aggregate, following the Interest Payment Date on which interest was deferred (each, an "“Optional Extension Period") ”). During an Optional Extension Period, Deferred Interest on this Debenture shall not exceeding 20 consecutive quarters, during which Extension Period no interest shall be due and payable on payable, except to the Debentures; provided that no Extension Period shall end on a date other than an Interest Payment Date or extend beyond extent of APM Eligible Proceeds available pursuant to Section 2.10(e) of the Stated Maturity. Upon the occurrence of a Failed RemarketingFirst Supplemental Indenture, any such Extension Period shall terminateif applicable, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferral, interest shall but will continue to accrue with additional interest thereon (and compound semi-annually, to the extent permitted by applicable law) , at the Coupon Rate Debenture Interest Rate. If a Mandatory Trigger Event occurs on or after commencement of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such an Optional Extension Period, the Company may further defer payments Optional Extension Period shall be deemed suspended for so long as the Mandatory Extension Period is continuing and the provisions of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions Section 2.7 of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company First Supplemental Indenture shall pay all interest then accrued and unpaid, plus Compounded Interestapply. Upon the termination of any such Mandatory Extension Period, the Optional Extension Period will continue. An Optional Extension Period shall terminate on such date as all accrued and unpaid interest, together with Compounded Interest, if any, has been paid by the payment Company, provided that in no event shall an Optional Extension Period (regardless of all amounts then duewhether a Mandatory Extension Period causes the extension of such Optional Extension Period) extend beyond the date which is 10 years following the commencement of the Optional Extension Period, beyond the Redemption Date or beyond the Final Maturity Date of this Debenture. Upon termination of an Optional Extension Period, the Company may commence a new Optional Extension Period, subject to the above requirements. (b) The procedure other conditions in Section 2.6 of the First Supplemental Indenture, there being no limit to the number of such new Optional Extension Periods the Company must follow to exercise its option to defer payments of interest on the Debentures for may elect. During an Optional Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder of the DebenturesPeriod, the Company shall give notice of its election of such Extension Period be subject to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice covenants set forth in Section 3.1 of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the HoldersFirst Supplemental Indenture. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (a) As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has the right, at any time and from time to time, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures for a period (each, an "“Extension Period"”) not exceeding 20 consecutive quarters, during which Extension Period no interest shall be due and payable on the Debentures; provided provided, however, that no Extension Period shall end on a date other than an Interest Payment Date for the Debentures or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing DateDebentures, as applicable, compounded quarterly during any such Extension Period ("“Compounded Interest"”). Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided provided, however, that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. 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. (b) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder of the Debentures, the Company shall give notice of its election of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holders. (iii) . The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures. During an Extension Period, the Company may not: (a) declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire, or make a liquidation payment relating to, any of its capital stock, or any warrants, options or other rights to acquire capital stock (but excluding any debt security that is convertible into or exchangeable for capital stock); or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank on a parity with or junior in interest to the Debentures or make any payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks on a parity with or junior in interest to the Debentures; in each case, other than: (i) dividends or distributions in capital stock (or rights to acquire capital stock) of the Guarantor; (ii) payments under the Guarantee; (iii) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant to a rights agreement; (iv) repurchases or acquisitions of shares of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or any other contractual obligation of the Guarantor; or (v) as a result of an exchange or conversion of the Guarantor’s capital stock for another class or series of the Guarantor’s capital stock; (vi) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vii) repurchases of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations pursuant to any acquisitions of businesses made by the Guarantor (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses).

Optional Deferral of Interest. (a) As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has the right, at any time and from time to time, time to defer payments of interest on the Debentures by extending the interest payment period on the Debentures for a period (each, an "Extension Period") not exceeding 20 consecutive quartersquarterly periods, during which Extension Period no interest shall be due and payable on the Debentures; , provided that no Extension Period shall end on a date other than an Interest Payment Date for the Debentures or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Accelerated Maturity Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters quarterly periods or extend beyond the Stated MaturityAccelerated Maturity Date. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. 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.. During an Extension Period, the Company may not, and will not permit any subsidiary to: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of its capital stock; or (b) The procedure make any payment of principal or premium (if any) of, or interest on, or repay, repurchase or redeem any debt securities of the Company must follow that rank on a parity with or junior in interest to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as followsor make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks on a parity with or junior in interest to the Debentures; in each case, other than: (i) If dividends or distributions payable in the Property Trustee shall be the only Holder Company's capital stock, or options, warrants or rights to acquire capital stock of the DebenturesCompany, or repurchases or redemptions of capital stock of the Company shall give notice solely from the issuance or exchange of its election capital stock of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of:Company; (Aii) payments under the Trust PIERS Guarantee; (iii) the next date on which Distributions on the Preferred Securities are payable; or (B) payment of any dividend within 60 days after the date the Administrative Trustees are required to give notice of declaration of the record date or dividend if, at the date such Distributions are payable for the first quarter of such Extension Period to declaration, (x) any national stock exchange or other organization if paid on which that date, the Preferred Securities are listed or quoted, if any, or payment of the dividend would not have been prohibited by an election to defer interest payments and (y) the holders declaration was in accordance with the Company's dividend policy in effect immediately prior to its declaration of the Preferred Securities; ordividend; (iiiv) If any declarations of a dividend in connection with the Property Trustee shall not be implementation of a shareholders' rights plan, or the Holder issuances of stock under any such plan in the future, or redemptions or repurchases of any rights pursuant to a rights agreement; (v) purchases or acquisitions of capital stock of the Debentures, Company in connection with the satisfaction by the Company shall give notice of its election obligations under any employee, director or agent benefit plans or any dividend reinvestment or stock purchase plan; (vi) in connection with the reclassification of any class or series of the Company's capital stock, or the exchange or conversion of one class or series of the Company's capital stock for or into another class or series of its capital stock; (vii) the purchase of fractional interests in shares of the Company's capital stock in connection with the conversion or exchange provisions of that capital stock or the security being converted or exchanged; and (viii) repurchases of capital stock of the Company in connection with the satisfaction by the Company of its obligations pursuant to any acquisitions of businesses made by the Company (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holdersbusinesses). (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (ai) As Subject to Section 4.06, as long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has shall have the right, right at any time and from time to time, to defer payments of interest on the Debentures by extending the interest payment period Interest Payment Period on the Debentures for a period (each, an "Extension Period") not exceeding 20 consecutive quarters10 years, during in the aggregate, following the Interest Payment Date on which Extension Period no interest was deferred (an “Optional Deferral Period”). During an Optional Deferral Period, deferred interest on the Debentures shall not be due and payable on the Debentures; provided that no Extension Period shall end on a date other than an Interest Payment Date or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketingpayable, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferral, interest shall but will continue to accrue with additional interest thereon (and compound semi-annually to the extent permitted by applicable law) law at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures Debenture Interest Rate. (ii) An Optional Deferral Period shall terminate on the Remarketing Date, such date as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided that such Extension Periodall accrued and unpaid interest, together with all such previous and further extensions of such Extension PeriodCompounded Interest, may not exceed 20 consecutive quarters or if any, has been paid by the Company, provided that in no event shall an Optional Deferral Period extend beyond the Stated Maturitydate which is 10 years following the commencement of the Optional Deferral Period, or beyond the Final Maturity Date of the Debentures. At the Upon termination of any Extension an Optional Deferral Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Optional Deferral Period, subject to the above requirementsother conditions in this Section 2.09, there being no limit to the number of such new Optional Deferral Periods the Company may elect. (biii) During an Optional Deferral Period, the Company shall be subject to the covenants set forth in Section 4.05. (iv) The procedure the Company must follow to exercise shall give written notice of its option election to defer payments of interest on the Debentures for an Extension Period Optional Deferral Period, which such notice shall be irrevocable, at least 15 and not more than 60 days prior to the first Interest Payment Date during such Optional Deferral Period as follows: (iA) If the Property Trustee shall be the only Holder of the Debenturesby first class mail, the Company shall give notice of its election of such Extension Period postage prepaid, addressed to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payableHolders of Debentures; or (B) as to any Global Security registered in the date name of DTC or its nominee, by e-mail, fax, or any other manner as agreed to by the Administrative Trustees are required Company and the Holders of any such Global Security. A copy of any such notice to Holders of Debentures or Global Securities, if given by the Company, shall be mailed or delivered to the Trustee at the same time. (v) The Company shall give written notice to the Holders of Debentures, with a copy to the record date or Trustee, of its election to terminate an Optional Deferral Period at least 15 days but not more than 60 days prior to the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on Interest Payment Date upon which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; orOptional Deferral Period shall terminate and all Deferred Interest shall be paid. (iivi) If By acquiring a Debenture or an interest therein, each Holder or beneficial owner of a Debenture, as the Property Trustee shall not be case may be, agrees that if there is an Event of Default pursuant to Section 6.01(i)(D) prior to the Holder Final Maturity Date or conversion of the Debentures, any unpaid Deferred Interest, or Compounded Interest thereon, in excess of the amount of such interest that is equal to two years of accrued and unpaid interest (including Compounded Interest on the two earliest years of Deferred Interest) on the Debentures (the “Foregone Interest”) shall not be due and payable and no such Holder or beneficial owner will have any claim for, and thus any right to receive, such Foregone Interest; provided that such limitation shall not reduce the amounts holders of Senior Indebtedness would have been entitled to receive in the absence thereof. Subject to the foregoing, any Deferred Interest will in all events be due and payable upon the Final Maturity Date. (vii) At the termination of any Optional Deferral Period, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) pay all Deferred Interest then accrued and unpaid, together with Compounded Interest, on the Interest Payment Date for on which such Optional Deferral Period terminates. Unless otherwise terminated pursuant to Section 2.09(v), an Optional Deferral Period will be deemed to terminate upon any acceleration of the Final Maturity Date. (viii) In no event shall any Optional Deferral Period (i) exceed 10 consecutive years following the first quarter Interest Payment Date on which any interest payment was deferred pursuant to Section 2.09, (ii) unless Deferred Interest is satisfied using the Alternative Payment Mechanism, end on a date other than an Interest Payment Date, or (iii) extend beyond the Final Maturity Date or the earlier acceleration of such Extension the Debentures pursuant to Section 6.02. For purposes of determining compliance with the foregoing limitation on any Optional Deferral Period, (x) only when all Deferred Interest has been paid shall any Optional Deferral Period end; or and (By) after the commencement of an Optional Deferral Period, the period from the first Interest Payment Date for which interest is deferred pursuant to Section 2.09 and ending on the date on which all Deferred Interest, including Compounded Interest, is paid in full, shall be included for purposes of calculating the Company is required to give notice length of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holdersan Optional Deferral Period. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (a) As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has the right, at any time and from time to time, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures for a period (each, an "Extension Period") not exceeding 20 consecutive quarters, during which Extension Period no interest shall be due and payable on the Debentures; , provided that no Extension Period shall end on a date other than an Interest Payment Date for the Debentures or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing DateDebentures, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. 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. (b) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder of the Debentures, the Company shall give notice of its election of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holders. (iii) . The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures. During an Extension Period, the Company may not: (a) declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire, or make a liquidation payment relating to, any of its capital stock, or any warrants, options or other rights to acquire capital stock (but excluding any debt security that is convertible into or exchangeable for capital stock); or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank on a parity with or junior in interest to the Debentures or make any payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks on a parity with or junior in interest to the Debentures; in each case, other than: (i) dividends or distributions in capital stock (or rights to acquire capital stock) of the Guarantor; (ii) payments under the Guarantee; (iii) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant to a rights agreement; (iv) repurchases or acquisitions of shares of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or any other contractual obligation of the Guarantor; or (v) as a result of an exchange or conversion of the Guarantor's capital stock for another class or series of the Guarantor's capital stock; (vi) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vii) repurchases of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations pursuant to any acquisitions of businesses made by the Guarantor (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses).

Optional Deferral of Interest. (a) As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has the right, at any time and from time to time, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures for a period (each, an "“Extension Period"”) not exceeding 20 consecutive quarters, during which Extension Period no interest shall be due and payable on the Debentures; provided that no Extension Period shall end on a date other than an Interest Payment Date or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicable, compounded quarterly during any such Extension Period ("“Compounded Interest"”). Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. 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. (b) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder of the Debentures, the Company shall give notice of its election of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holders. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (a) As So long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurredcontinuing under the Junior Subordinated Indenture, the Company has the right, may elect at any time during the term of the Capital Securities, and from time to time, to defer one or more payments of interest on the Debentures by extending the interest payment such Capital Securities (an “Optional Deferral” and any such deferred interest, “Optionally Deferred Interest” and such continuous period on the Debentures for a period (eachof Optional Deferral, an "Extension “Optional Deferral Period"”) not exceeding 20 consecutive quartersfor up to ten years. Optionally Deferred Interest will continue to accrue and compound semi-annually or quarterly, during which Extension Period no interest shall be due and payable as applicable, on the Debentures; provided that no Extension Period shall end on a date other than an Interest Payment Date or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next each Interest Payment Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) , at the applicable Coupon Rate Rate. (b) Following the earlier of (i) the Fifth Deferral Anniversary (as defined in Section 6.02) or (ii) a payment, during an Optional Deferral Period, of current interest on the Capital Securities, the provisions of Section 6.02 hereof will apply, and the Company and the Guarantor must (except upon an Event of Default with respect to the Capital Securities) make Commercially Reasonable Efforts to sell certain Qualifying Securities. If such efforts are successful, the Company must pay Optionally Deferred Interest out of the principal amount net proceeds from the sale of such Qualifying Securities on the Debentures next succeeding Interest Payment Date following the Fifth Deferral Anniversary or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Current Interest Payment Date, as applicable, compounded quarterly but the Company cannot pay such Optionally Deferred Interest from sources other than the net proceeds from the sale of such Qualifying Securities. Additionally, during any such Extension Period Optional Deferral Period, the restrictions on payment by the Company and the Guarantor of dividends and other distributions on Capital Stock pursuant to Section 6.01 hereof will apply. There is no limit on the number of Optional Deferral Periods that the Company may begin. ("Compounded Interest"). Prior to c) If the termination Company defers interest for a period of any such Extension 10 consecutive years from the commencement of an Optional Deferral Period, the Company may further defer payments will be required to pay all accrued and unpaid interest (including Compounded Interest) at the conclusion of interest by further extending such Extension Period; provided that such Extension Periodthe 10-year period, together with all such previous and further extensions of such Extension Period, may to the extent it does not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Perioddo so, the Guarantor will be required to make Subordinated Guarantee payments in accordance with Article 17 of the Base Indenture. If the Company shall fails to pay in full all interest then accrued and unpaid, plus unpaid interest (including Compounded Interest. Upon ) at the termination conclusion of any Extension Period the 10-year period, due to an Optional Deferral or otherwise, such failure continues for 30 days and the payment Guarantor fails to make Subordinated Guarantee payments with respect thereto, an Event of all amounts then due, the Company may commence a new Extension Period, subject to the above requirementsDefault will occur. (b) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder of the Debentures, the Company shall give notice of its election of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holders. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (a) As OPTIONAL EXTENSION PERIOD. Subject to Section 2.08 and Section 3.02, as long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing no Trigger Event has not occurredoccurred and no Trigger Period caused thereby is continuing, the Company has shall have the right, right at any time and from time to time, to defer payments of interest on the Debentures Notes by extending the interest payment period Interest Payment Period on the Debentures Notes for a period (each, an "Extension PeriodOPTIONAL EXTENSION PERIOD") not exceeding 20 consecutive quartersten years following the first Interest Payment Date in such period on which interest was deferred, during which Optional Extension Period no deferred interest on the Notes shall not be due and payable but will continue to accrue and compound semi-annually or quarterly, as applicable, to the extent permitted by applicable law, at the then applicable rate of interest on the Debenturesnotes; provided that no such Optional Extension Period shall may end on a date other than an Interest Payment Date or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate stated maturity of the principal amount of Notes. At the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination end of any such Optional Extension Period, the Company may further defer payments settle any and all Optionally Deferred Interest with cash from any source until the date that is five years following the first Interest Payment Date as of interest by further extending such which the Company commenced an Optional Extension Period; provided that such Extension PeriodPeriod on the Notes. Thereafter, together subject to the occurrence of a Market Disruption Event, the Company must immediately and continuously use its Commercially Reasonable Efforts to sell shares of Common Stock and to use the proceeds therefrom to pay any outstanding Optionally Deferred Interest in accordance with all such previous and further extensions the provisions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated MaturitySection 3.02. At the termination If a Trigger Event occurs after commencement of any an Optional Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. Upon the termination of any Optional Extension Period will be deemed suspended for so long as the Trigger Period is continuing. Once the Trigger Period is no longer continuing, the right of the Company to optionally defer payment of interest will continue, subject to the limitations and consequences described herein. The first Interest Payment Date on which the Company defers the payment of any interest (whether due to an optional deferral or the occurrence of a Trigger Event) will commence an Optional Extension Period. This Optional Extension Period will not be considered terminated until the first date thereafter when all amounts accrued and unpaid interest, together with any Compounded Interest, has been paid by the Company. An Optional Extension Period may not, under any circumstances, extend beyond the tenth anniversary of its commencement or beyond the stated maturity date of the Notes. When and if an Optional Extension Period is terminated because the Company has paid in full all accrued and unpaid interest then dueowed by the Company, together with any Compounded Interest thereupon, the Company may commence a new Optional Extension Period, subject to the above requirements. (b) The procedure requirements of this Section 2.06, there being no limit to the number of such new Optional Extension Period that the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder of the Debentures, the Company shall give notice of its election of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holdersmay commence. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (a) As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has the right, at any time and from time to time, to defer payments of interest on the Debentures Debentures, other than Contingent Interest, by extending the interest payment period on the Debentures for a period (each, an "Extension Period") not exceeding 20 consecutive quarters, during which Extension Period no interest interest, other than Contingent Interest, shall be due and payable on the Debentures; , provided that no Extension Period shall end on a date other than an Interest Payment Date for the Debentures or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicableRate, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest and Contingent Interest, if any. 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. (b) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder holder of the Debentures, the Company shall give notice of its election of such Extension Period extension period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities Trust PIERS are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities Trust PIERS are listed or quoted, if any, or (y) the holders of the Preferred SecuritiesTrust PIERS; or (ii) If the Property Trustee shall not be the Holder holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holders. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (a) As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has the right, at any time and from time to time, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures for a period (each, an "Extension Period") not exceeding 20 consecutive quarters, during which Extension Period no interest shall be due and payable on the Debentures; provided provided, however, that no Extension Period shall end on a date other than an Interest Payment Date for the Debentures or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing DateDebentures, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided provided, however, that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. 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. (b) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder of the Debentures, the Company shall give notice of its election of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holders. (iii) . The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures. During an Extension Period, the Company may not: (a) declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire, or make a liquidation payment relating to, any of its capital stock, or any warrants, options or other rights to acquire capital stock (but excluding any debt security that is convertible into or exchangeable for capital stock); or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank on a parity with or junior in interest to the Debentures or make any payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks on a parity with or junior in interest to the Debentures; in each case, other than: (i) dividends or distributions in capital stock (or rights to acquire capital stock) of the Guarantor; (ii) payments under the Guarantee; (iii) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant to a rights agreement; (iv) repurchases or acquisitions of shares of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or any other contractual obligation of the Guarantor; or (v) as a result of an exchange or conversion of the Guarantor's capital stock for another class or series of the Guarantor's capital stock; (vi) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted orexchanged; and (vii) repurchases of capital stock of the Guarantor in connection with the satisfaction by the Guarantor of its obligations pursuant to any acquisitions of businesses made by the Guarantor (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses).

Optional Deferral of Interest. (a) As So long as (i) no Event of Default has occurred and is continuing and (ii) no Trigger Event has occurred and the related Trigger Period is continuing, and as long as a Failed Remarketing has not occurred, the Company has the rightmay elect to defer one or more payments of interest on such Junior Subordinated Debentures (an "Optional Deferral" and any such deferred interest, "Optionally Deferred Interest") at any time during the term of the Junior Subordinated Debentures, and from time to time, for up to ten years (which may include a combination of semi-annual and quarterly Interest Payment Periods) without giving rise to an Event of Default and acceleration under the terms of the Indenture, provided, however, that (notwithstanding anything to the contrary herein) the Company may not defer payments any payment of interest on past the Debentures by extending the interest payment period on the Debentures for a period Maturity Date and no Optional Deferral Period (each, an "Extension Period"as defined below) not exceeding 20 consecutive quarters, during which Extension Period no interest shall be due and payable on the Debentures; provided that no Extension Period shall may end on a date other than on an Interest Payment Date or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferralDuring any Optional Deferral and for so long as any Optionally Deferred Interest remains outstanding (an "Optional Deferral Period"), interest shall the Company may pay Optionally Deferred Interest that was deferred through the Fifth Deferral Anniversary out of any source of funds. Optionally Deferred Interest will continue to accrue with additional interest thereon (and compound on each Interest Payment Date, to the extent permitted by applicable law) , at the Coupon Rate then applicable interest rate on the Junior Subordinated Debentures. If Optional Deferral has continued beyond the Fifth Deferral Anniversary, then the provisions of Section 6.2 hereof will apply, and the Company (except on the Final Maturity Date or upon an acceleration of the principal amount Junior Subordinated Debentures following an Event of Default (an "Acceleration Date") with respect to the Junior Subordinated Debentures) must make Commercially Reasonable Efforts to sell Common Stock (unless such interest has been (or is being) paid from the proceeds of Qualifying Warrants) to satisfy its obligation to pay Optionally Deferred Interest on the Junior Subordinated Debentures and may pay such Optionally Deferred Interest only out of the Debentures or net proceeds from the Reset Rate sale of the Accreted Value of the Debentures on the Remarketing DateQualifying APM Securities. Additionally, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such Extension Optional Deferral Period, the Company may further defer payments of interest restrictions on payment by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued of dividends and unpaidother distributions on capital stock pursuant to Section 6.1 hereof will apply. Subject to the proviso in the first sentence of this Section 4.1, plus Compounded Interest. Upon there is no limit on the termination number of any Extension Period and the payment of all amounts then due, Optional Deferral Periods that the Company may commence a new Extension Period, subject to the above requirementsbegin. (b) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder of the Debentures, the Company shall give notice of its election of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holders. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (a) As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the The Company has shall have the right, at any time and from time to timetime during the term of the Notes, to elect to defer payments payment of interest all or any portion of any Current Interest and/or Deferred Interest otherwise due on the Debentures by extending Notes on any Interest Payment Date (“Optional Deferral”); provided, however, that the interest Company may not (i) elect to defer payment period of any Interest otherwise due on any Interest Payment Date if, as a result of such deferral, the Company shall have deferred payment of some or all of the Interest due on a number of consecutive Interest Payment Dates with respect to a number of consecutive Interest Periods which, when taken together as a single period, would exceed five consecutive years, or (ii) elect to defer payment of any Interest due on or after the maturity date of the Notes, or, with respect to any Notes being redeemed, on the Debentures Redemption Date for a period (each, an "Extension Period") not exceeding 20 consecutive quarters, during which Extension Period no interest such Notes. No Interest on the Notes shall be due and payable on the Debentures; provided that no Extension Period shall end on a date other than an any Interest Payment Date or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketingduring an Optional Deferral Period; however, any such Extension Period Interest shall terminate, and interest shall become payable in cash accrue on the next Interest Payment Date. Despite Notes during such deferral, interest shall continue to accrue period in accordance with additional interest thereon Sections 2.6(a) and 2.6(d). (to the extent permitted by applicable lawb) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to Following the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. Upon the termination of any Extension an Optional Deferral Period and the payment of all amounts then dueDeferred Interest accrued during such Optional Deferral Period and all Current Interest, the Company may commence a new Extension Period, subject again elect pursuant to the above requirementsSection 4.1(a) to make an Optional Deferral of Interest. (bc) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder of the Debentures, the Company shall give notice of its election of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) On the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required desires to give notice terminate an Optional Deferral Period or at the end of an Optional Deferral Period pursuant to clause (b) of the record date or definition of “Optional Deferral Period,” the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holders. (iii) The Company shall pay all deferred interest Deferred Interest and Compounded Current Interest due on such Interest Payment Date. Such Interest shall be payable to the Holders of the Notes in whose names the Notes are registered in the Security Register for the Notes on the Debentures prior record date with respect to the exercise of its right to cause a Remarketing of the Debenturessuch Interest Payment Date.

Optional Deferral of Interest. (a) As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has The Partnership shall have the right, at any time and from time to timetime during the term of the Notes, to elect to defer payments payment of interest all or any portion of any Current Interest and/or Deferred Interest otherwise due on the Debentures by extending Notes on any Interest Payment Date (“Optional Deferral”); provided, however, that the interest Partnership may not (i) elect to defer payment period of any Current Interest otherwise due on any Interest Payment Date if, as a result of such deferral, the Partnership shall have deferred payment of some or all of the Current Interest due on a number of consecutive Interest Payment Dates with respect to a number of consecutive Interest Periods that, when taken together as a single period, would equal or exceed ten (10) consecutive years, or (ii) elect to defer payment of any Current Interest on or after the Final Repayment Date, or, with respect to any Notes being redeemed, on the Debentures Redemption Date for a period (each, an "Extension Period") not exceeding 20 consecutive quarters, during which Extension Period no interest such Notes. No Interest on the Notes shall be due and payable on the Debentures; provided that no Extension Period shall end on a date other than an any Interest Payment Date or extend beyond the Stated Maturity. Upon the occurrence of during a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferralDeferral Period; however, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicable, compounded quarterly Notes during any such Extension Period period in accordance with Sections 2.6(a) and 2.6(d). ("Compounded Interest"). Prior to b) Following the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. Upon the termination of any Extension a Deferral Period and the payment of all amounts then dueDeferred Interest accrued during such Deferral Period and all interest accrued on the Notes since the immediately preceding Interest Payment Date, the Company Partnership may commence a new Extension Period, subject again elect pursuant to the above requirementsSection 4.1(a) to make an Optional Deferral. (bc) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder of the Debentures, the Company shall give notice of its election of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) On the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required Partnership desires to give notice terminate a Deferral Period, or at the end of a Deferral Period pursuant to clause (b) of the definition of “Deferral Period,” the Partnership shall pay all Deferred Interest and Current Interest due on such Interest Payment Date. Such Interest shall be payable to the Holders of the Notes in whose names the Notes are registered in the Debt Security Register for the Notes on the record date or the payment date of with respect to such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the HoldersInterest Payment Date. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (a) As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has the right, at any time and from time to time, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures for a period (each, an "Extension Period") not exceeding 20 consecutive quarters, during which Extension Period no interest shall be due and payable on the Debentures; , provided that no Extension Period shall end on a date other than an Interest Payment Date for the Debentures or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicableDebentures, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. 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. (b) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder holder of the Debentures, the Company shall give notice of its election of such Extension Period extension period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holders. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (a) As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has the right, at any time and from time to time, time to defer payments of interest on the Debentures by extending the interest payment period on the Debentures for a period (each, an "Extension Period") not exceeding 20 consecutive quartersquarterly periods, during which Extension Period no interest shall be due and payable on the Debentures; , provided that no Extension Period shall end on a date other than an Interest Payment Date for the Debentures or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Maturity Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters quarterly periods or extend beyond the Stated MaturityMaturity Date. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. 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.. During an Extension Period, the Company may not, and will not permit any subsidiary to: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of its capital stock; or (b) The procedure make any payment of principal or premium (if any) of, or interest on, or repay, repurchase or redeem any debt securities of the Company must follow that rank on a parity with or junior in interest to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as followsor make any guarantee payments with respect to any guarantee by the Company of the debt securities of any subsidiary of the Company if such guarantee ranks on a parity with or junior in interest to the Debentures; in each case, other than: (i) If the Property Trustee shall be the only Holder dividends or distributions in capital stock (or rights to acquire capital stock) of the Debentures, the Company shall give notice of its election of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; orCompany; (ii) If payments under the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holders.Guarantee; (iii) The any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future, or any redemption or repurchase of any rights pursuant to a rights agreement; (iv) purchases or acquisitions of capital stock of the Company shall pay all deferred interest and Compounded Interest on in connection with the Debentures prior to satisfaction by the exercise Company of its right to cause a Remarketing obligations under any employee benefit plans; and (v) repurchases of capital stock of the DebenturesCompany in connection with the satisfaction by the Company of its obligations pursuant to any acquisitions of businesses made by the Company (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses).

Optional Deferral of Interest. (aSubject to Section 2.7(d) As of the First Supplemental Indenture, as long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has shall have the right, right at any time time, and from time to time, to defer payments of interest on the Debentures Junior Subordinated Notes by extending the interest payment period Interest Payment Period on the Debentures Junior Subordinated Notes for a period (each, an "Extension “Optional Deferral Period"”) not exceeding 20 consecutive quartersten years following the first Interest Payment Date in such period on which interest was deferred, during which Extension Optional Deferral Period no deferred interest on the Junior Subordinated Notes shall not be due and payable but will continue to accrue and compound quarterly, to the extent permitted by applicable law, at the Coupon Rate. The first Interest Payment Date on which the Company defers the payment of any interest on the Debentures; provided Junior Subordinated Notes will commence an Optional Deferral Period. This Optional Deferral Period will not be considered terminated until the first date thereafter when all accrued and unpaid interest, together with any Additional Interest, has been paid by the Company. An Optional Deferral Period may not, under any circumstances, extend beyond the tenth anniversary of its commencement or beyond the Stated Maturity of the Junior Subordinated Notes. When and if an Optional Deferral Period is terminated because the Company has paid in full all accrued and unpaid interest then owed by the Company, together with any Additional Interest thereupon, the Company may commence a new Optional Deferral Period and, subject to the requirements of Section 2.7 of the First Supplemental Indenture, there is no limit to the number of such new Optional Deferral Periods that the Company may commence. In no Extension event shall any Optional Deferral Period shall (i) exceed ten years, (ii) end on a date other than an Interest Payment Date or (iii) extend beyond the Stated Maturity. Upon For purposes of calculating the occurrence of a Failed Remarketingforegoing limitation on Optional Deferral Periods, (x) only when all accrued and unpaid interest, together with any such Extension Period shall terminateAdditional Interest thereon, has been paid will any interest payment period during which interest has been deferred no longer be included, and interest shall become payable in cash on (y) after the next Interest Payment Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate commencement of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such Extension an Optional Deferral Period, the Company may further defer payments of period from the first Interest Payment Date for which interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. Upon the termination of any Extension Period and the payment of all amounts then due, the Company may commence a new Extension Period, subject was deferred pursuant to the above requirements. (b) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder Section 2.7 of the Debentures, the Company shall give notice of its election of such Extension Period to the Property Trustee, the Administrative Trustees First Supplemental Indenture and the Trustee at least one Business Day prior to the earlier of: (A) the next date ending on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required all interest that was deferred pursuant to give notice Section 2.7 of the record date or First Supplemental Indenture, including any Additional Interest, is paid in full, shall be included for purposes of calculating the payment date length of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holdersan Optional Deferral Period. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (a) As Subject to Section 2.8 and Section 3.2, as long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing no Mandatory Trigger Event has not occurredoccurred and no Mandatory Extension Period caused thereby is continuing, the Company has shall have the right, right at any time and from time to time, to defer payments of interest on the Debentures by extending the interest payment period Interest Payment Period on the Debentures for a period not exceeding 10 years, in the aggregate, following the Interest Payment Date on which interest was deferred (each, an "“Optional Extension Period") ”). During an Optional Extension Period, Deferred Interest on the Debentures shall not exceeding 20 consecutive quarters, during which Extension Period no interest shall be due and payable on payable, except to the Debentures; provided that no Extension Period shall end on a date other than an Interest Payment Date or extend beyond the Stated Maturity. Upon the occurrence extent of a Failed RemarketingAPM Eligible Proceeds available pursuant to Section 2.10(e), any such Extension Period shall terminateif applicable, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferral, interest shall but will continue to accrue with additional interest thereon (and compound semi-annually, to the extent permitted by applicable law) , at the Coupon Rate Debenture Interest Rate. (b) If a Mandatory Trigger Event occurs on or after commencement of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such an Optional Extension Period, the Company may further defer payments Optional Extension Period shall be deemed suspended for so long as the Mandatory Extension Period is continuing and the provisions of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company Section 2.7 shall pay all interest then accrued and unpaid, plus Compounded Interestapply. Upon the termination of any such Mandatory Extension Period, the Optional Extension Period will continue. (c) An Optional Extension Period shall terminate on such date as all accrued and unpaid interest, together with Compounded Interest, if any, has been paid by the payment Company, provided that in no event shall an Optional Extension Period (regardless of all amounts then duewhether a Mandatory Extension Period causes the extension of such Optional Extension Period) extend beyond the date which is 10 years following the commencement of the Optional Extension Period, beyond the Redemption Date or beyond the Final Maturity Date of the Debentures. Upon termination of an Optional Extension Period, the Company may commence a new Optional Extension Period, subject to the above requirementsother conditions in this Section 2.6, there being no limit to the number of such new Optional Extension Periods the Company may elect. (bd) During an Optional Extension Period, the Company shall be subject to the covenants set forth in Section 3.1. (e) The procedure the Company must follow to exercise shall give written notice of its option election to defer payments of interest on the Debentures for an Optional Extension Period, which such notice shall be irrevocable, at least 15 and not more than 60 days prior to the first Interest Payment Date during such Optional Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder of the Debenturesby first class mail, the Company shall give notice of its election of such Extension Period postage prepaid, addressed to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice Holders of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred SecuritiesDebentures; or (ii) If as to any Global Debenture registered in the Property Trustee shall not be name of DTC or its nominee, by e-mail, fax, or any other manner as agreed to by the Holder Company and the Holders of the any such Global Debenture. A copy of any such notice to Holders of Debentures or Global Debentures, if given by the Company, shall be mailed or delivered to the Trustee at the same time. (f) The Company shall give written notice to the Holders of Debentures, with a copy to the Trustee, of its election of such extension period to the Holders terminate an Optional Extension Period at least ten Business Days 15 days but not more than 60 days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on upon which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Optional Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holdersshall terminate and all Deferred Interest shall be paid. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (a) As So long as (i) no Event of Default has occurred and is continuing and (ii) no Trigger Event has occurred and the related Trigger Period is not continuing, and as long as a Failed Remarketing has not occurred, the Company has may elect to defer one or more payments of interest on the rightJunior Subordinated Debentures (an “Optional Deferral” and any such deferred interest, “Optionally Deferred Interest”) at any time and from time to time, for up to defer payments ten years (which may include a combination of interest on semi-annual and quarterly Interest Payment Dates), without giving rise to an Event of Default and acceleration under the Debentures by extending terms of the interest payment period on the Debentures for a period (eachIndenture, an "Extension Period") not exceeding 20 consecutive quartersprovided, during which Extension Period no interest shall be due and payable on the Debentures; provided however, that no Extension Optional Deferral Period shall (as defined below) may end on a date other than on an Interest Payment Date or extend beyond the Stated MaturityMaturity Date. Upon During any Optional Deferral and for so long as any Optionally Deferred Interest remains outstanding (an “Optional Deferral Period”), the occurrence Company may pay Optionally Deferred Interest that was deferred during an Optional Deferral Period of a Failed Remarketing, less than five years out of any such Extension Period shall terminate, source of funds. Optionally Deferred Interest will continue to accrue and interest shall become payable in cash compound on the next each Interest Payment Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) , at the Coupon Rate then applicable interest rate on the Junior Subordinated Debentures. If Optional Deferral has continued beyond the Fifth Deferral Anniversary, then the provisions of Section 6.2 hereof will apply, and the Company (except on or after the Final Maturity Date or an acceleration of the principal amount Junior Subordinated Debentures following an Event of Default (the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination date of any such Extension acceleration, an “Acceleration Date”)) must sell Common Stock (unless such interest has been (or is being) paid from the proceeds of Qualifying Warrants) to satisfy its obligation to pay Optionally Deferred Interest on the Junior Subordinated Debentures. If such efforts are successful, the Company must pay Optionally Deferred Interest out of the net proceeds from the sale of Common Stock on the next succeeding Interest Payment Date following the Fifth Deferral Anniversary. Following the Fifth Deferral Anniversary of any Optional Deferral Period, the Company cannot pay such Optionally Deferred Interest from sources other than the net proceeds from the sale of Qualifying APM Securities, except that on or after the Final Maturity Date or an Acceleration Date, the Company may further defer payments pay any accrued and unpaid interest without regard to the source of funds. Additionally, during any Optional Deferral Period, the restrictions on payment by the Company of dividends and other distributions on capital stock pursuant to Section 6.1 hereof will apply. Subject to the proviso in the first sentence of this Section 4.1, there is no limit on the number of Optional Deferral Periods that the Company may begin as long as the Company has paid all accrued and unpaid interest by further extending such Extension Period; provided on the Junior Subordinated Debentures that such Extension was deferred during any previous Optional Deferral Period, together with all such previous and further extensions of such Extension Periodinterest thereon, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. 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. (b) The procedure the Company must follow to exercise its option to defer payments of interest extent permitted by applicable law, compounded on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder of the Debentures, the Company shall give notice of its election of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the each Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the HoldersDate. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. (a) As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has The Partnership shall have the right, at any time and from time to timetime during the term of the Notes, to elect to defer payments payment of interest all or any portion of any Current Interest and/or Deferred Interest otherwise due on the Debentures by extending Notes on any Interest Payment Date (“Optional Deferral”); provided, however, that the interest Partnership may not (i) elect to defer payment period of any Interest otherwise due on any Interest Payment Date if, as a result of such deferral, the Partnership shall have deferred payment of some or all of the Interest due on a number of consecutive Interest Payment Dates with respect to a number of consecutive Interest Periods which, when taken together as a single period, would equal or exceed ten (10) consecutive years, or (ii) elect to defer payment of any Interest due on the Debentures maturity date of the Notes, or, with respect to any Notes being redeemed, on the Redemption Date for a period (each, an "Extension Period") not exceeding 20 consecutive quarters, during which Extension Period no interest such Notes. No Interest on the Notes shall be due and payable on the Debentures; provided that no Extension Period shall end on a date other than an any Interest Payment Date or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketingduring an Optional Deferral Period; however, any such Extension Period Interest shall terminate, and interest shall become payable in cash accrue on the next Interest Payment Date. Despite Notes during such deferral, interest shall continue to accrue period in accordance with additional interest thereon Sections 2.6(a) and 2.6(d). (to the extent permitted by applicable lawb) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing Date, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to Following the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. Upon the termination of any Extension an Optional Deferral Period and the payment of all amounts then dueDeferred Interest accrued during such Optional Deferral Period, the Company Partnership may commence a new Extension Period, subject again elect pursuant to the above requirementsSection 4.1(a) to make an Optional Deferral of Interest. (bc) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder of the Debentures, the Company shall give notice of its election of such Extension Period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) On the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required Partnership desires to give notice terminate an Optional Deferral Period, or at the end of an Optional Deferral Period pursuant to clause (b) of the definition of “Optional Deferral Period,” the Partnership shall pay all Deferred Interest and Current Interest due on such Interest Payment Date. Such Interest shall be payable to the Holders of the Notes in whose names the Notes are registered in the Debt Security Register for the Notes on the record date or the payment date of with respect to such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the HoldersInterest Payment Date. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.

Optional Deferral of Interest. Section 313 of the Base Indenture is replaced by this Section 2.5, together with Section 5.5. (a) As long as no Event of Default has occurred and is continuing, and as long as a Failed Remarketing has not occurred, the Company has the right, at any time and from time to time, to defer payments of interest on the Debentures by extending the interest payment period on the Debentures for a period (each, an "Extension Period") not exceeding 20 consecutive quarters, during which Extension Period no interest shall be due and payable on the Debentures; , provided that no Extension Period shall end on a date other than an Interest Payment Date for the Debentures or extend beyond the Stated Maturity. Upon the occurrence of a Failed Remarketing, any such Extension Period shall terminate, and interest shall become payable in cash on the next Interest Payment Date. Despite such deferral, interest shall continue to accrue with additional interest thereon (to the extent permitted by applicable law) at the Coupon Rate of the principal amount of the Debentures or the Reset Rate of the Accreted Value of the Debentures on the Remarketing DateDebentures, as applicable, compounded quarterly during any such Extension Period ("Compounded Interest"). Prior to the termination of any such Extension Period, the Company may further defer payments of interest by further extending such Extension Period; provided that such Extension Period, together with all such previous and further extensions of such Extension Period, may not exceed 20 consecutive quarters or extend beyond the Stated Maturity. At the termination of any Extension Period, the Company shall pay all interest then accrued and unpaid, plus Compounded Interest. 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. (b) The procedure the Company must follow to exercise its option to defer payments of interest on the Debentures for an Extension Period shall be as follows: (i) If the Property Trustee shall be the only Holder holder of the Debentures, the Company shall give notice of its election of such Extension Period extension period to the Property Trustee, the Administrative Trustees and the Trustee at least one Business Day day prior to the earlier of: (A) the next date on which Distributions on the Preferred Securities are payable; or (B) the date the Administrative Trustees are required to give notice of the record date or the date such Distributions are payable for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Preferred Securities are listed or quoted, if any, or (y) the holders of the Preferred Securities; or (ii) If the Property Trustee shall not be the Holder holder of the Debentures, the Company shall give notice of its election of such extension period to the Holders at least ten Business Days prior to the earlier of: (A) the Interest Payment Date for the first quarter of such Extension Period; or (B) the date on which the Company is required to give notice of the record date or the payment date of such related interest payment for the first quarter of such Extension Period to (x) any national stock exchange or other organization on which the Debentures are listed or quoted, if any, or (y) the Holders. (iii) The Company shall pay all deferred interest and Compounded Interest on the Debentures prior to the exercise of its right to cause a Remarketing of the Debentures.