Common use of Payment of Deferred Interest Clause in Contracts

Payment of Deferred Interest. The Corporation shall not pay deferred interest (including Additional Interest thereon) on the Junior Subordinated Debentures on any Interest Payment Date during any Deferral Period prior to the Maturity Date or at any time an Event of Default has occurred and is continuing from any source other than Eligible Proceeds. Notwithstanding the foregoing, (i) the Corporation may pay current interest during a Deferral Period from any available funds and (ii) if the Federal Reserve disapproves of the Corporation’s sale of Qualifying APM Securities, the Corporation may pay deferred interest on the Junior Subordinated Debentures with cash from any source and if the Federal Reserve disapproves of the use of proceeds of the Corporation’s sale of Qualifying APM Securities to pay deferred interest on the Junior Subordinated Debentures, the Corporation may use the proceeds for other purposes and continue to defer interest on the Junior Subordinated Debentures. To the extent that the Corporation applies proceeds from the sale of Qualifying APM Securities to pay interest on the Junior Subordinated Debentures, such proceeds shall be allocated first to deferred payments of interest (including Additional Interest thereon) in chronological order based on the date each payment was first deferred; provided that no such proceeds shall be applied to deferred interest payments (including Additional Interest thereon) to the extent such proceeds exceed the amounts described in clauses (i) and (ii) of Section 2.6(a) until all other deferred interest payments (and Additional Interest thereon) with respect to such Deferral Period have been paid in full. The payment of interest from any other source shall be applied to current or deferred interest as directed by the Corporation and notified to the Trustee prior to the applicable Interest Payment Date. To the extent any payment allocable to any installment of interest (including Additional Interest thereon) is insufficient to pay such installment in full, such payment shall be applied pro rata to the outstanding Junior Subordinated Debentures. If the Corporation has outstanding Parity Securities under which it is obligated to sell Qualifying APM Securities and apply the net proceeds to the payment of deferred interest or distributions, then on any date and for any period the amount of net proceeds received by the Corporation from those sales and available for payment of the deferred interest and distributions shall be applied to the Junior Subordinated Debentures and those Parity Securities to the extent such net proceeds are Eligible Proceeds with respect to those Parity Securities on a pro rata basis up to the Maximum Share Number and the Common Equity Issuance Cap or Preferred Stock Issuance Cap (or comparable provisions in the instruments governing those Parity Securities) in proportion to the total amounts that are due on the Junior Subordinated Debentures and such Parity Securities, or on such other basis as the Federal Reserve may approve.

Payment of Deferred Interest. The Corporation Company shall not pay deferred interest (including Additional Interest compounded interest thereon) on the Junior Subordinated Debentures on any Interest Payment Date during any Deferral Period prior to the Maturity Date from any source other than Eligible APM Proceeds unless (x) required by an applicable regulatory authority, (y) permitted under clause (vi) of Section 2.1(g) or at any time (z) an Event of Default has occurred and is continuing from any source other than Eligible Proceedscontinuing. Notwithstanding the foregoing, (i) the Corporation Company may pay current interest during a Deferral Period from any available funds and (ii) if the Federal Reserve disapproves of the Corporation’s sale of Qualifying APM Securities, the Corporation may pay deferred interest on the Junior Subordinated Debentures with cash from any source and if the Federal Reserve disapproves of the use of proceeds of the Corporation’s sale of Qualifying APM Securities to pay deferred interest on the Junior Subordinated Debentures, the Corporation may use the proceeds for other purposes and continue to defer interest on the Junior Subordinated Debenturesfunds. To the extent that the Corporation applies proceeds from the sale of Qualifying Company is able to raise some, but not all, Eligible APM Securities Proceeds to pay accrued and unpaid interest on the Junior Subordinated Debenturesapplicable Interest Payment Date, such proceeds Eligible APM Proceeds shall be allocated first to deferred payments of accrued and unpaid interest (including Additional Interest thereon) in chronological order based on the date each payment was first deferred; provided . If any Indebtedness of the Company that no such proceeds shall be applied to deferred interest payments (including Additional Interest thereon) ranks pari passu with the Debentures is outstanding in addition to the extent such proceeds exceed the amounts described in clauses (i) and (ii) of Section 2.6(a) until all other deferred interest payments (and Additional Interest thereon) with respect to such Deferral Period have been paid in full. The payment of interest from any other source shall be applied to current or deferred interest as directed by the Corporation and notified to the Trustee prior to the applicable Interest Payment Date. To the extent any payment allocable to any installment of interest (including Additional Interest thereon) is insufficient to pay such installment in full, such payment shall be applied pro rata to the outstanding Junior Subordinated Debentures. If the Corporation has outstanding Parity Securities Debentures under which it the Company is obligated to sell APM Qualifying APM Securities and apply the net proceeds to the payment of deferred interest or distributions, then on any date and for any period the amount of net proceeds Eligible APM Proceeds received by the Corporation Company from those such sales and available for payment of the deferred interest and distributions shall be applied to the Junior Subordinated Debentures and those Parity Securities to the extent such net proceeds are Eligible Proceeds with respect to those Parity Securities pari passu securities on a pro rata basis up to to, in the case of Common Stock, the Stock and Warrant Issuance Cap and the Maximum Share Number Number, in the case of Qualifying Warrants, the Stock and Warrant Issuance Cap and the Common Equity Issuance Cap or Maximum Warrant Number and, in the case of Qualifying Non-Cumulative Preferred Stock, the Preferred Stock Issuance Cap (or comparable provisions in the instruments governing those Parity Securitiessuch pari passu securities) in proportion to the total amounts that are due on the Junior Subordinated Debentures and such Parity Securities, or pari passu securities. The Company may make such pro rata payments on such pari passu securities so long as it shall have paid or deposited with the paying agent for the Debentures or shall have segregated and holds in trust for payment the pro rata proceeds applicable to the Debentures that have not been paid. The "Maximum Share Number" will initially equal 100,000,000 and the "Maximum Warrant Number" will initially equal 100,000,000; provided that, if the number of issued and outstanding shares of Common Stock is changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other basis as similar transaction, then the Federal Reserve may approveMaximum Share Number and the Maximum Warrant Number shall be correspondingly adjusted in a manner reasonably determined by the Company. The Company may, at its discretion and without the consent of the holders of the Debentures, increase the Maximum Share Number or the Maximum Warrant Number or both (including through the increase of the Company's authorized share capital, if necessary) if the Company determines that such increase is necessary to allow the Company to issue sufficient Common Stock and/or Qualifying Warrants to pay deferred interest on the Debentures.

Payment of Deferred Interest. The Corporation shall not pay deferred interest accrued Deferred Interest (including Additional Interest all interest thereon) shall be due and payable in full in one lump sum upon the earliest occurrence of any of the following events: (a) the Term Loan Maturity Date, or (b) the date that all the Obligations hereunder are paid in full and the Loan Documents are terminated, or (c) the acceleration of the Obligations. Upon the occurrence of the events described in (a) or (c), Administrative Agent, on the Junior Subordinated Debentures on any Interest Payment Date during any Deferral Period prior to the Maturity Date or at any time an Event behalf of Default has occurred and is continuing from any source other than Eligible Proceeds. Notwithstanding the foregoingLenders entitled thereto, either (i) the Corporation may pay current accept actual payment of all Deferred Interest (including all interest during a Deferral Period from any available funds and thereon) accrued prior to such date or (ii) if may accept payment of 50% of such Deferred Interest and retain the Federal Reserve disapproves right to obtain either the Warrants pursuant to the terms set forth in the Option and Warrant Agreement or the remainder of the Corporation’s sale of Qualifying APM Securities, Deferred Interest. Upon the Corporation may pay deferred interest on the Junior Subordinated Debentures with cash from any source and if the Federal Reserve disapproves payment in full of the use of proceeds Obligations hereunder and the termination of the Corporation’s sale Loan Documents, Administrative Agent, on behalf of Qualifying APM Securities such Lenders, must choose to pay deferred interest on the Junior Subordinated Debentures, the Corporation may use the proceeds for other purposes and continue to defer interest on the Junior Subordinated Debentures. To the extent that the Corporation applies proceeds from the sale of Qualifying APM Securities to pay interest on the Junior Subordinated Debentures, such proceeds shall be allocated first to deferred payments of interest (including Additional Interest thereon) in chronological order based on the date each payment was first deferred; provided that no such proceeds shall be applied to deferred interest payments (including Additional Interest thereon) to the extent such proceeds exceed the amounts described in clauses either (i) accept payment of 50% of such Deferred Interest and the Warrants, or (ii) accept actual payment of Section 2.6(a) until all other deferred Deferred Interest (including all interest payments (and Additional Interest thereon) with respect accrued prior to such Deferral Period date. If such Lenders have been paid exercised the Option in full. The accordance with the terms of the Option and Warrant Agreement, then Administrative Agent, on behalf of such Lenders, shall be entitled to receive payment of interest from only 50% of such accrued Deferred Interest, but may (at their election) treat any other source shall be applied to current or deferred interest as directed by the Corporation and notified to the Trustee prior to the applicable accrued but foregone Deferred Interest Payment Date. To the extent any payment allocable to any installment of interest (including Additional Interest all interest thereon) is insufficient to pay as additional exercise price paid for the Warrant Shares if and when such installment in full, such payment Warrants are exercised. Deferred Interest shall not be applied pro rata to prepaid without the outstanding Junior Subordinated Debentures. If the Corporation has outstanding Parity Securities under which it is obligated to sell Qualifying APM Securities and apply the net proceeds to the payment prior written consent of deferred interest or distributions, then on any date and for any period the amount of net proceeds received by the Corporation from those sales and available for payment of the deferred interest and distributions shall be applied to the Junior Subordinated Debentures and those Parity Securities to the extent such net proceeds are Eligible Proceeds with respect to those Parity Securities on a pro rata basis up to the Maximum Share Number and the Common Equity Issuance Cap or Preferred Stock Issuance Cap (or comparable provisions in the instruments governing those Parity Securities) in proportion to the total amounts that are due on the Junior Subordinated Debentures and such Parity Securities, or on such other basis as the Federal Reserve may approveAdministrative Agent.

Payment of Deferred Interest. The Corporation Company shall not pay deferred interest (including Additional Interest thereon) on the Junior Subordinated Debentures CENts on any Interest Payment Date during any Deferral Period prior to the Maturity Final Repayment Date or at any time an Event of Default has occurred and is continuing from any source other than Eligible Proceeds. Notwithstanding the foregoing, (i) the Corporation Company may pay current interest during a Deferral Period from any available funds; (ii) the Company may pay deferred interest from any available funds at any time an Event of Default has occurred and is continuing and (iiiii) if the Federal Reserve disapproves of the CorporationCompany’s sale of Qualifying APM Securities, the Corporation Company may pay deferred interest on the Junior Subordinated Debentures CENts with cash from any source and if the Federal Reserve disapproves of the use of proceeds of the CorporationCompany’s sale of Qualifying APM Securities to pay deferred interest on the Junior Subordinated DebenturesCENts, the Corporation Company may use the proceeds for other purposes and continue to defer interest on the Junior Subordinated Debentures. To the extent that the Corporation applies proceeds from the sale of Qualifying APM Securities to pay interest on the Junior Subordinated Debentures, such proceeds shall be allocated first to deferred payments of interest (including Additional Interest thereon) in chronological order based on the date each payment was first deferred; provided that no such proceeds shall be applied to deferred interest payments (including Additional Interest thereon) to the extent such proceeds exceed the amounts described in clauses (i) and (ii) of Section 2.6(a) until all other deferred interest payments (and Additional Interest thereon) with respect to such Deferral Period have been paid in full. The payment of interest from any other source shall be applied to current or deferred interest as directed by the Corporation and notified to the Trustee prior to the applicable Interest Payment Date. To the extent any payment allocable to any installment of interest (including Additional Interest thereon) is insufficient to pay such installment in full, such payment shall be applied pro rata to the outstanding Junior Subordinated DebenturesCENts. If the Corporation Company has outstanding Parity Securities under which it is obligated to sell Qualifying APM Securities and apply the net proceeds to the payment of deferred interest or distributionsDistributions, then on any date and for any period the amount of net proceeds received by the Corporation Company from those sales and available for payment of the deferred interest and distributions shall Distributions will be applied to the Junior Subordinated Debentures CENts and those Parity Securities to the extent such net proceeds are Eligible Proceeds with respect to those other Parity Securities on a pro rata basis up to the Maximum Share Number and the Common Equity Issuance Cap or Cap, the Preferred Stock Issuance Cap and the Share Cap Amount (or comparable provisions in the instruments governing those Parity Securities) for each series of Parity Securities, as the case may be, in proportion to the total amounts of accrued and unpaid interest or Distributions that are due on the Junior Subordinated Debentures CENts and such Parity SecuritiesSecurities at such time, or on such other basis as the Federal Reserve may approve.

Payment of Deferred Interest. The Corporation shall not pay deferred interest (including Additional Interest thereon) on the Junior Subordinated Debentures on any Interest Payment Date during any Deferral Period prior to the Maturity Date or at any time an Event of Default has occurred and is continuing from any source other than Eligible Proceeds. Notwithstanding the foregoing, (i) Commencing on the Corporation may pay earlier of (A) the Fifth Deferral Anniversary and (B) the date of any payment of current interest on the Debentures during a an Optional Deferral Period from Period, if any available funds and (ii) if Deferred Interest is outstanding, the Federal Reserve disapproves of the Corporation’s sale Company shall continuously use its Commercially Reasonable Efforts to effect sales of Qualifying APM Securities, Securities in an amount that will generate sufficient net Eligible Equity Proceeds to enable the Corporation may Company to pay deferred interest in full all Deferred Interest on the Junior Subordinated Debentures with then outstanding. Notwithstanding (and as a qualification to) the foregoing or any other provision of this Supplemental Indenture, (x) the Company shall not be obligated to make offers for or effect sales of Qualifying APM Securities during the occurrence and continuation of a Market Disruption Event or a Supervisory Event, (y) the Company will be permitted to pay Deferred Interest using cash from any source upon the occurrence of a Supervisory Event as provided for in paragraph (v) of Section 2.1(g) and (z) the Company shall not pay interest on the Debentures at a time when such payment would violate a specific prohibition against payment of interest contained in the terms of any Parity Securities or securities ranking senior to the Debentures upon a liquidation of the Company. The Company’s obligation to use Commercially Reasonable Efforts to sell Qualifying APM Securities to pay all Deferred Interest on the Debentures shall resume at such time as no Market Disruption Event or Supervisory Event exits or is continuing. (ii) The Company is not permitted to sell Common Stock, Qualified Warrants on Mandatorily Convertible Preferred Stock such that the Common Stock to be issued (or which would be issuable upon exercise or conversion thereof) would be in excess of the “Maximum Share Number,” determined pursuant to this sub-paragraph (ii), for the purpose of satisfying the Company’s obligations under Section 2.1(h)(i) or otherwise paying Deferred Interest on the Debentures then outstanding. The Maximum Share Number initially is 110 million shares. If the issued and outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other similar transaction, then the Maximum Share Number shall be correspondingly adjusted. The Company shall increase the Maximum Share Number (including through the increase of its authorized share capital, if necessary) to an amount that would allow the Company to raise sufficient proceeds to satisfy its obligations to pay Deferred Interest in full at the end of the first year of an Optional Deferral Period (and on each subsequent anniversary of the end of the first year of an Optional Deferral Period to the extent that an Optional Deferral Period would last more than one year), if the Federal Reserve disapproves then-current Maximum Share Number would not allow the Company to raise sufficient proceeds to satisfy its obligations to pay Deferred Interest at such time assuming a price per share equal to the average trading price of the use Company’s common stock over the ten-trading-day period preceding such date; provided, however, that the Company will not be obligated to increase the Maximum Share Number above 265 million shares. Until the Tenth Deferral Anniversary, a default will occur if the Company does not increase the Maximum Share Number to an amount that is greater than 110 million shares when required to do so as described above, provided that no default will occur if the Company has increased the Maximum Share Number to 265 million shares. (iii) Following the earlier of (A) the Fifth Deferral Anniversary and (B) the date of any payment of current interest during an Optional Deferral Period, the Company shall apply the net proceeds of the Corporation’s sale received by it from sales of Qualifying APM Securities to pay deferred interest on the Junior Subordinated Debentures, the Corporation may use the payment of all amounts owing in respect of Deferred Interest with net proceeds for other purposes and continue to defer interest on the Junior Subordinated Debentures. To the extent that the Corporation applies proceeds from the sale of Qualifying APM Securities to pay interest on the Junior Subordinated Debentures, such proceeds shall be allocated first to deferred payments of interest (including Additional Interest thereon) in chronological order based on the date each payment was first deferred; provided that no such proceeds shall be applied to deferred interest payments (including Additional Interest thereon) to the extent such proceeds exceed the amounts described in clauses (i) and (ii) of Section 2.6(a) paid promptly after receipt until all other deferred interest payments (and Additional amounts owing in respect of Deferred Interest thereon) with respect to such Deferral Period have been paid in full. The ; provided, however, that the Company shall not be obligated to sell Qualifying APM Securities or apply the proceeds of sales thereof to payment of interest from Deferred Interest if a Market Disruption Event or a Supervisory Event has occurred and is continuing; provided, further, that if a Supervisory Event occurs because the FRB permits the Company to sell Qualifying APM Securities but disapproves the application of the net proceeds of such sale to pay deferred interest, the Company may, if the FRB so directs, sell Qualifying APM Securities and apply the proceeds to a purpose other than paying Deferred Interest without creating a breach of its obligations under this Section 2.1(h) or any other source shall be applied to current or deferred interest as directed provision of this Supplemental Indenture. In the event that net proceeds received by the Corporation Company from one or more sales of Qualifying APM Securities following the earlier of (x) such Fifth Deferral Anniversary and notified (y) the date of any payment of current interest during an Optional Deferral Period are not sufficient to satisfy the full amount of Deferred Interest, such net proceeds will be paid to the Trustee prior to holders of the applicable Interest Payment Date. To the extent any payment allocable to any installment of interest (including Additional Interest thereon) is insufficient to pay such installment in full, such payment shall be applied Debentures on a pro rata to basis; provided, however, that, if the outstanding Junior Subordinated Debentures. If the Corporation Company has outstanding at such time any Parity Securities under the terms of which it the Company is obligated (I) to sell Qualifying APM Securities and apply the net proceeds to the payment of deferred interest (including additional interest thereon) or distributions(II) to apply the proceeds of any Qualifying APM Securities to payment of deferred interest (including additional interest thereon), then on any date and for any period the amount of net proceeds received by the Corporation Company from those such sales of Qualifying APM Securities and available for payment of the deferred interest and distributions Deferred Interest shall be applied to the Junior Subordinated Debentures and those Parity Securities to the extent such net proceeds are Eligible Proceeds with respect to those Parity Securities on a pro rata basis up basis, taking into account any net proceeds from the sales of securities other than Qualifying APM Securities that would be permitted to be applied to the Maximum Share Number payment of deferred interest (including additional interest thereon) on any such Parity Securities but not on the Debentures. Notwithstanding the above, the Company shall not be obligated to sell Qualifying APM Securities or to apply such net proceeds or any portion thereof to the payment of Deferred Interest during the occurrence and continuation of Market Disruption Event or a Supervisory Event. (iv) If on any date or for any period the Company pays interest on any class of Parity Securities in an amount that is less than the full amount of accrued but unpaid interest, the Company shall make payments on all outstanding classes of Parity Securities on the same date or for the corresponding period on a pro rata basis (based on the total amount then due), except and to the extent the terms of such Parity Securities will prohibit the Company from doing so, or except to the extent such payment is made pursuant to Section 2.1(g)(ii) and that, if not made, would cause the Company to breach the terms of the instrument governing such Parity Securities. (v) Notwithstanding anything to contrary in this Supplemental Indenture, the Company will not be obligated to issue Qualifying APM Securities that are of Common Stock (or Qualified Warrants if the definition of Qualifying APM Securities has been modified to exclude Common Stock) prior to the Fifth Deferral Anniversary if the gross proceeds of any issuance of Common Stock (or Qualified Warrants if the definition of Qualifying APM Securities has been modified to exclude Common Stock) applied during such Deferral Period to pay Deferred Interest, together with the gross proceeds of all prior issuances of Common Stock and Qualified Warrants so applied during such Deferral Period, would exceed an amount equal to 2% of the product of (1) the average of the Current Stock Market Prices of the Common Stock on the 10 consecutive trading days ending on the fourth trading day immediately preceding the date of issuance and (2) the total number of issued and outstanding shares of Common Stock as of the date of the Company’s then most recent publicly available consolidated financial statements (the “Common Equity Issuance Cap”). Once the Company reaches the Common Equity Issuance Cap for an Optional Deferral Period, the Company will not be obligated to issue more Eligible Equity pursuant to this Section 2.1(h) prior to the Fifth Deferral Anniversary even if the Current Stock Market Price of the Company’s Common Stock or the number of outstanding shares of its Common Stock subsequently increase. The Common Equity Issuance Cap will cease to apply following the Fifth Deferral Anniversary, at which point the Company must repay any Deferred Interest, regardless of the time at which it was deferred, using proceeds from sales of Qualifying APM Securities that are Common Stock or Qualified Warrants, subject to any Market Disruption Event, Supervisory Event, and the Maximum Share Number. If the Common Equity Issuance Cap has been reached during an Optional Deferral Period and the Company subsequently repays all Deferred Interest, the Common Equity Issuance Cap will cease to apply at the termination of such Optional Deferral Period and will not apply again unless and until the Company starts a new Optional Deferral Period. (vi) Notwithstanding anything to contrary in this Supplemental Indenture, the Company will not be obligated to issue Qualifying APM Securities that are Qualifying Preferred Stock and Mandatorily Convertible Preferred Stock to settle Deferred Interest to the extent that the net proceeds of any issuance of Qualifying Preferred Stock applied to pay interest on the Debentures pursuant to the Alternative Payment Mechanism, together with the net proceeds of all prior issuances of Qualifying Preferred Stock and Mandatorily Convertible Preferred Stock so applied during the current and all prior Deferral Periods, would exceed 25% of the aggregate principal amount of the outstanding Debentures (the “Preferred Stock Issuance Cap Cap”). (vii) If the Company engages in any transaction that is subject to Section 8.1 of the Indenture, where immediately after the consummation of such transaction more than 50% of the voting stock of the Person formed by such transaction, or comparable provisions the Person that is the surviving entity of such transaction, or the Person to whom such properties and assets are conveyed, transferred or leased in such transaction, is owned by the instruments governing those Parity Securitiesshareholders of the other party to such transaction, then the restrictions of this Section 2.1(h) in proportion shall not apply to the total amounts that are due any interest on the Junior Subordinated Debentures that is deferred and unpaid as of the date of consummation of such Parity Securitiestransaction and, or with respect to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of such other basis as the Federal Reserve may approvetransaction, Section 2.1(g)(iv) shall not apply.

Payment of Deferred Interest. The Corporation As soon as possible after execution of this Agreement, RBI and Regal, as applicable, will take the following actions: (A) RBI shall not make a diligent and good faith effort to obtain from the indenture trustee, subject to prior review and approval of OLB, (1) an extension of the interest deferral periods under RBI’s subordinated debentures issued to Regal MD Statutory Trust I and Regal MD Statutory Trust II (collectively, the “Regal Trusts”) for at least two calendar quarters, or (2) waivers of any defaults caused by RBI’s failure to make payments of amounts due on the subordinated debentures by December 15, 2015 or January 16, 2016, as applicable; (B) RBI shall cause Regal to make a diligent and good faith effort to obtain regulatory approval or non-objection to declare and pay a dividend from its existing capital to RBI in an amount sufficient to bring current through December 15, 2015 and December 17, 2015, as applicable, amounts due, including deferred interest and other charges and fees, on RBI’s subordinated debentures issued to the Regal Trusts, and RBI shall make a diligent and good faith effort to obtain regulatory approval to receive such dividend from Regal and to use such dividend to pay such deferred interest and other charges and fees and, upon receipt of such dividend and such approval, RBI shall bring current such amounts due on its subordinated debentures issued to the Regal Trusts; (C) RBI shall make a diligent and good faith effort to obtain any necessary regulatory approval or non-objection for RBI to borrow from OLB an amount sufficient to bring current through December 15, 2015 and December 17, 2015, as applicable, amounts due, including Additional Interest thereon) deferred interest and other charges and fees, on RBI’s subordinated debentures issued to the Regal Trusts on the Junior Subordinated Debentures on any Interest Payment Date during any Deferral Period prior terms and conditions described in the loan documents attached hereto as Exhibit E (the “RBI Loan”). If RBI is unable to obtain the Maturity Date extension or at any time an Event waivers described in (A) above or the regulatory approvals or non-objections described in (B) above, RBI shall, upon receipt of Default has occurred necessary regulatory approvals or non-objections in (C) above and is continuing from any source other than Eligible Proceeds. Notwithstanding the foregoing, (i) the Corporation may pay current interest during a Deferral Period from any available funds and (ii) if the Federal Reserve disapproves satisfaction of the Corporation’s sale of Qualifying APM Securitiesconditions set forth in Section 5.7(c)(i), accept the Corporation may pay deferred interest on RBI Loan, if offered by OLB, and shall use the Junior Subordinated Debentures with cash from any source and if the Federal Reserve disapproves of the use of proceeds of the Corporation’s sale of Qualifying APM Securities RBI Loan to pay deferred interest on the Junior Subordinated Debenturesbring current through December 15, the Corporation may use the proceeds for other purposes 2015 and continue to defer interest on the Junior Subordinated Debentures. To the extent that the Corporation applies proceeds from the sale of Qualifying APM Securities to pay interest on the Junior Subordinated DebenturesDecember 17, such proceeds shall be allocated first to deferred payments of interest (2015, as applicable, amounts due, including Additional Interest thereon) in chronological order based on the date each payment was first deferred; provided that no such proceeds shall be applied to deferred interest payments (including Additional Interest thereon) to the extent such proceeds exceed the amounts described in clauses (i) and (ii) of Section 2.6(a) until all other deferred interest payments (and Additional Interest thereon) with respect to such Deferral Period have been paid in full. The payment of interest from any other source shall be applied to current or deferred interest as directed by the Corporation and notified to the Trustee prior to the applicable Interest Payment Date. To the extent any payment allocable to any installment of interest (including Additional Interest thereon) is insufficient to pay such installment in full, such payment shall be applied pro rata to the outstanding Junior Subordinated Debentures. If the Corporation has outstanding Parity Securities under which it is obligated to sell Qualifying APM Securities and apply the net proceeds to the payment of deferred interest or distributions, then on any date and for any period the amount of net proceeds received by the Corporation from those sales and available for payment of the deferred interest and distributions shall be applied other charges and fees, on RBI’s subordinated debentures issued to the Junior Subordinated Debentures and those Parity Securities to the extent such net proceeds are Eligible Proceeds with respect to those Parity Securities on a pro rata basis up to the Maximum Share Number and the Common Equity Issuance Cap or Preferred Stock Issuance Cap (or comparable provisions in the instruments governing those Parity Securities) in proportion to the total amounts that are due on the Junior Subordinated Debentures and such Parity Securities, or on such other basis as the Federal Reserve may approveRegal Trusts.

Payment of Deferred Interest. The Corporation Deferred Interest shall not pay deferred interest be due and payable to Administrative Agent in full in one lump sum (including Additional Interest thereonat the election of the Lenders entitled thereto) on upon the Junior Subordinated Debentures on occurrence of any Interest Payment Date during of the following events: (a) the Term Loan Maturity Date, or (b) the date that all the Obligations hereunder are paid in full and the Loan Documents are terminated, or (c) the occurrence of any Deferral Period prior to the Maturity Date or at any time an Event of Default has occurred Default. Upon any such occurrence, Administrative Agent, on behalf of Lenders entitled thereto, either (i) may accept actual payment of such Deferred Interest (which acceptance will occur only upon acknowledgment by Administrative Agent that such payment received is accepted as payment of the Deferred Interest), or (ii) may retain the right to exercise under the Option (and is continuing from any source other than Eligible Proceedsthereby retain the right to obtain either the Warrants or the Deferred Interest) under the terms set forth in the Option and Warrant Agreement (the "Warrant Agreement"). Notwithstanding the foregoing, (i) upon the Corporation may pay current interest during a Deferral Period from any available funds and (ii) if the Federal Reserve disapproves payment in full of the Corporation’s sale of Qualifying APM Securities, Obligations hereunder and the Corporation may pay deferred interest on the Junior Subordinated Debentures with cash from any source and if the Federal Reserve disapproves termination of the use of proceeds of the Corporation’s sale of Qualifying APM Securities to pay deferred interest on the Junior Subordinated DebenturesLoan Documents, the Corporation may use the proceeds for other purposes and continue to defer interest on the Junior Subordinated Debentures. To the extent that the Corporation applies proceeds from the sale of Qualifying APM Securities to pay interest on the Junior Subordinated Debentures, such proceeds shall an election must be allocated first to deferred payments of interest made by Lenders entitled thereto either (including Additional Interest thereon) in chronological order based on the date each payment was first deferred; provided that no such proceeds shall be applied to deferred interest payments (including Additional Interest thereony) to the extent such proceeds exceed the amounts described in clauses (i) and (ii) of Section 2.6(a) until all other deferred interest payments (and Additional Interest thereon) with respect to such Deferral Period have been paid in full. The payment of interest from any other source shall be applied to current or deferred interest as directed by the Corporation and notified to the Trustee prior to the applicable Interest Payment Date. To the extent any payment allocable to any installment of interest (including Additional Interest thereon) is insufficient to pay such installment in full, such payment shall be applied pro rata to the outstanding Junior Subordinated Debentures. If the Corporation has outstanding Parity Securities under which it is obligated to sell Qualifying APM Securities and apply the net proceeds to the payment of deferred interest or distributions, then on any date and for any period the amount of net proceeds received by the Corporation from those sales and available for receive payment of the deferred interest Deferred Interest or (z) to exercise the Option and distributions obtain the Warrants. If such Lenders have exercised the Option in accordance with the terms of the Warrant Agreement, then such Lenders shall not be applied entitled to the Junior Subordinated Debentures and those Parity Securities to the extent receive payment of such net proceeds are Eligible Proceeds with respect to those Parity Securities on a pro rata basis up to the Maximum Share Number and the Common Equity Issuance Cap or Preferred Stock Issuance Cap accrued Deferred Interest but may (or comparable provisions in the instruments governing those Parity Securitiesat their election) in proportion to the total amounts that are due on the Junior Subordinated Debentures and treat such Parity Securities, or on such other basis accrued Deferred Interest as the Federal Reserve may approveexercise price paid for the Warrant Shares if and when such Warrants are exercised.

Payment of Deferred Interest. The Corporation shall Company will not pay deferred interest (including Additional Interest thereon) on the Junior Subordinated Debentures on any Interest Payment Date during any Deferral Period prior to the Maturity Date or at any time an Event of Default has occurred and is continuing from any source other than Eligible Proceeds. Notwithstanding the foregoing, (i) the Corporation Company may pay current interest during a Deferral Period from any available funds and (ii) if the Federal Reserve disapproves of the CorporationCompany’s sale of Qualifying APM SecuritiesWarrants or Preferred Stock, the Corporation Company may pay deferred interest on the Junior Subordinated Debentures with cash from any source and if the Federal Reserve disapproves of the use of proceeds of the CorporationCompany’s sale of Qualifying APM Securities Warrants or Preferred Stock to pay deferred interest on the Junior Subordinated Debentures, the Corporation Company may use the proceeds for other purposes and continue to defer interest on the Junior Subordinated Debentures. To the extent that the Corporation Company applies proceeds from the sale of Qualifying APM Securities Warrants and Preferred Stock to pay interest on the Junior Subordinated Debentures, such proceeds shall be allocated first to deferred payments of interest (including Additional Interest thereon) in chronological order based on the date each payment was first deferred; provided that no such proceeds shall will be applied to deferred interest payments (including Additional Interest thereon) attributable to the first five years of any Deferral Period to the extent such proceeds exceed the amounts described in clauses clause (i) and (ii1) of Section 2.6(a2.1(j) until all other deferred interest payments (and Additional Interest thereon) with respect to such Deferral Period have been paid in full. The payment of interest from any other source shall be applied to current or deferred interest as directed by the Corporation Company and notified to the Trustee prior to the applicable Interest Payment Date. To the extent any payment allocable to any installment of interest (including Additional Interest thereon) is insufficient to pay such installment in full, such payment shall be applied pro rata to the outstanding Junior Subordinated Debentures. If the Corporation Company has outstanding Parity Securities securities in addition to and that rank equally with the Subordinated Debentures under which it is obligated to sell Qualifying APM Securities Warrants or Preferred Stock and apply the net proceeds to the payment of deferred interest or distributionsinterest, then on any date and for any period the amount of net proceeds received by the Corporation Company from those sales and available for payment of the deferred interest and distributions shall be applied to the Junior Subordinated Debentures and those Parity Securities to the extent such net proceeds are Eligible Proceeds with respect to those Parity Securities other securities on a pro rata basis up to the Maximum Share Number and the Common Equity Issuance Cap or Preferred Stock Issuance Cap (or comparable provisions in the instruments governing those Parity Securities) in proportion to the total amounts that are due on the Junior Subordinated Debentures and such Parity Securitiesother securities, or on such other basis as the Federal Reserve may approve.