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 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 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.

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.