Common use of Scheduled Maturity Date Clause in Contracts

Scheduled Maturity Date. (i) The Company is required to repay the Notes on October 15, 2037 (the “Scheduled Maturity Date”) at their principal amount plus accrued and unpaid Interest only to the extent that during a 180-day period ending on the date a Notice of Repayment is given pursuant to Section 3.03, the Company has raised sufficient net proceeds from the issuance of Qualifying Capital Securities to permit repayment of the Notes in full on the Scheduled Maturity Date in accordance with the Replacement Capital Covenant. If the Company is unable for any reason to raise sufficient net proceeds to repay the Notes in full on the Scheduled Maturity Date, the Company shall (A) repay the Notes on the Scheduled Maturity Date in part to the extent of any net proceeds so raised and (B) continue to comply with this Section 2.02(a). For the avoidance of doubt, a Repayment Date shall not constitute a Maturity for the purposes of Section 5.01(2) hereof, unless the Company has given written notice to the Trustee fixing such date for redemption and stating that the Company has determined to treat that date as a Maturity, in which case such date shall constitute a Maturity for the Notes specified in the applicable Notice of Repayment or Supplemental Notice, as the case may be. (ii) The Company shall use its Commercially Reasonable Efforts, subject to clause (viii) below, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during such 180-day period to permit repayment of the Outstanding Notes in full on the Scheduled Maturity Date. If the Company has not raised sufficient net proceeds pursuant to the preceding sentence to permit repayment of all principal and accrued and unpaid Interest on the Notes on the Scheduled Maturity Date, the unpaid amount shall remain outstanding from quarter to quarter and bear interest at Three-month LIBOR plus 4.177%, payable quarterly in arrears on each quarterly Interest Payment Date until repaid, and the Company shall use its Commercially Reasonable Efforts, subject to clause (viii) below, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during each 90-day period ending on each date Notice of Repayment is given, on the next Interest Payment Date, and on each Interest Payment Date thereafter, until all Notes Outstanding are repaid in full (the Scheduled Maturity Date and each such subsequent Interest Payment Date, a “Repayment Date”). The Scheduled Maturity Obligations shall terminate on the earlier of (A) the Interest Payment Date on which the Company has redeemed the Notes in full in accordance with the Scheduled Maturity Obligations, (B) when the Notes are otherwise paid in full on the Final Maturity Date or (C) upon an Event of Default resulting in acceleration of the Notes pursuant to Section 5.02 hereof. Unless the Scheduled Maturity Obligations shall have terminated as aforesaid and except under the circumstances set forth in Section 2.02(a)(viii), the Company’s failure to use Commercially Reasonable Efforts to raise sufficient proceeds from the issuance of Qualifying Capital Securities to repay the Notes in full on a Repayment Date shall constitute a default under clause (2) of the definition of Enforcement Event in Section 5.03, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02 hereof. (iii) Under the Replacement Capital Covenant, the Company may also repay the Notes on the Scheduled Maturity Date in an amount determined by reference to the net cash proceeds received from certain issuances by the Company or its Subsidiaries of certain other securities specified in the Replacement Capital Covenant to Persons other than the Company or its Subsidiaries. To the extent the Company so repays Notes pursuant to this Section 2.02(a)(iii), its obligation to use Commercially Reasonable Efforts to sell Qualifying Capital Securities will be reduced by the amount repaid in compliance with the Replacement Capital Covenant. For the avoidance of doubt, the Company’s Subsidiaries are not required to issue any securities to enable the repayment of the Notes at the Scheduled Maturity Date, whether pursuant to the Replacement Capital Covenant or otherwise, and the Company is not required to issue securities other than pursuant to Section 2.02(a)(ii) above. (iv) Notwithstanding anything to the contrary in this Indenture, if the Company repays the Notes pursuant to this Section 2.02(a) or redeems the Notes pursuant to Section 2.02(g) when any Deferred Interest (including Additional Interest thereon) remains unpaid and at a time when the Alternative Payment Mechanism is otherwise applicable, the unpaid Deferred Interest (including Additional Interest thereon) may only be paid pursuant to the Alternative Payment Mechanism. (v) Any principal amount of Notes, together with accrued and unpaid Interest, shall be due and payable on the Final Maturity Date, regardless of the amount of Qualifying Capital Securities or, if applicable, APM Securities, the Company shall have issued and sold by that time. (vi) If any date fixed for redemption or repayment pursuant to this Section 2.02(a) is not a Business Day, then payment of the Redemption Price or repayment of the principal amount of the Notes due on that date shall be made on the next day that is a Business Day, without any interest or other payment as a result of such delay.

Scheduled Maturity Date. (i) The Company Subject to clause (ii) of this Section 2.1(d), the principal amount of, and all accrued and unpaid interest on, the CENts shall be payable in full on December 12, 2057, or if such day is required to repay not a Business Day, the Notes on October 15, 2037 following Business Day (the “Scheduled Maturity Date”) at their ). The entire principal amount plus of the CENts outstanding shall be due and payable on the Scheduled Maturity Date in the event the Company does not deliver an Officers’ Certificate to the Trustee pursuant to clause (vii) of this Section 2.1 (d) during the period from and including the 15th day to and including the 10th day immediately preceding the Scheduled Maturity Date. (ii) In the event the Company delivers an Officers’ Certificate to the Trustee pursuant to clause (vii) of this Section 2.1(d) in connection with any Interest Payment Date, (A) the principal amount of CENts payable on such Interest Payment Date shall be equal to the Applicable Percentage of the net cash proceeds that the Company will have received from the issuance of Qualifying Capital Securities during the period referred to in paragraph (B) of clause (v) of this Section 2.1(d), subject to clause (viii) of this Section 2.1(d), (B) such principal amount shall be repaid on such Interest Payment Date pursuant to Article III and (C) the remaining CENts shall remain outstanding and shall be payable on the immediately succeeding Interest Payment Date or such earlier date on which they are redeemed or shall become due and payable pursuant to Section 7.02 of the Indenture. The entire principal amount of the CENts outstanding shall be due and payable on any Interest Payment Date in the event the Company does not deliver an Officers’ Certificate to the Trustee during the period from and including the 15th day to and including the 10th day immediately preceding such Interest Payment Date. (iii) The principal of, and all accrued and unpaid Interest only interest on, all outstanding CENts shall be due and payable on the “Final Repayment Date.” The Final Repayment Date shall initially be December 12, 2067, but the Company may elect to extend the Final Repayment Date up to two times in 10-year increments on either or both of December 12, 2017 and December 12, 2027 (each, an “Extension Date”) and, as a result, the Final Repayment Date may be extended to December 12, 2077 or December 12, 2087, provided that all “extension criteria” described below are satisfied. If the Final Repayment Date falls on a day that is not a Business Day, the Final Repayment Date shall be the following business day. With respect to each Extension Date, the following criteria shall constitute the “extension criteria:” (A) on the applicable Extension Date the CENts are rated at least Baa3 by Xxxxx’x Investors Service Inc. (“Moody’s”) or BBB- by Standard & Poor’s Ratings Service, a division of XxXxxx-Xxxx, Inc. (“S&P”), or, if Moody’s and S&P (or their respective successors) are no longer in existence, the equivalent rating by a nationally recognized statistical rating organization; (B) during the three years prior to the extent applicable Extension Date: (1) no event of default has occurred in respect of any of the Company’s then outstanding debt for money borrowed; and (2) the Company did not have (and does not have at the Extension Date) any outstanding deferred payments under any of its then-outstanding preferred stock or debt securities; and (C) on the applicable Extension Date the Company delivers a written certification to the Trustee dated as of such date stating that on such extension date (i) it believes that the likelihood that it will elect to defer interest on the CENts is remote, (ii) it expects to make all required payments on the CENts in accordance with their terms and (iii) it expects to be able to satisfy its obligations under the Replacement Capital Covenant. If the Final Repayment Date is extended, then the Company shall notify the Trustee, which shall mail notice of such extension by first class mail, postage prepaid, addressed to the Holders of the CENts at their respective last addresses appearing in the Security Register within 30 days of such extension. Such notice shall state the applicable Extension Date and the Final Repayment Date after giving effect to the applicable extension. From and after the applicable Extension Date, the Final Repayment Date shall be the Final Repayment Date as so extended. (iv) The obligation of the Company to repay the CENts pursuant to this Section 2.1(d) on any date prior to the Final Repayment Date shall be subject to (A) its obligations under Article XIV of the Indenture to the holders of Senior Indebtedness and (B) its obligations under Section 2.1(h) with respect to the payment of deferred interest on the CENts. (v) Until the CENts are repaid in full, the Company shall use “commercially reasonable efforts” (as defined in clause (vi) of this Section 2.1(d)), subject to a Market Disruption Event: (A) to raise sufficient net cash proceeds from the issuance of Qualifying Capital Securities during a 180-day period ending on the date a Notice of Repayment is given pursuant not more than 15 and not less than 10 Business Days prior to Section 3.03, the Scheduled Maturity Date on which the Company has raised sufficient net proceeds from delivers the issuance of Qualifying Capital Securities notice required by Section 3.1 to permit repayment of the Notes CENts in full on the Scheduled Maturity Date in accordance with the Replacement Capital Covenant. If pursuant to clause (i) of this Section 2.1(d); and (B) if the Company is unable for any reason to raise sufficient net proceeds to repay the Notes in full on the Scheduled Maturity Date, the Company shall (A) repay the Notes on the Scheduled Maturity Date in part to the extent of any net proceeds so raised and (B) continue to comply with this Section 2.02(a). For the avoidance of doubt, a Repayment Date shall not constitute a Maturity for the purposes of Section 5.01(2) hereof, unless the Company has given written notice to the Trustee fixing such date for redemption and stating that the Company has determined to treat that date as a Maturity, in which case such date shall constitute a Maturity for the Notes specified in the applicable Notice of Repayment or Supplemental Notice, as the case may be. (ii) The Company shall use its Commercially Reasonable Efforts, subject to clause (viii) below, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during such 180-day period to permit repayment of the Outstanding Notes in full on the Scheduled Maturity Date. If the Company has not raised sufficient net proceeds pursuant to the preceding sentence to permit repayment of all principal and accrued and unpaid Interest on the Notes on the Scheduled Maturity Date, the unpaid amount shall remain outstanding from quarter to quarter and bear interest at Three-month LIBOR plus 4.177%, payable quarterly in arrears on each quarterly Interest Payment Date until repaid, and the Company shall use its Commercially Reasonable Efforts, subject to clause (viii) below, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during each 90-day period ending on each date Notice of Repayment is given, on the next Interest Payment Date, and on each Interest Payment Date thereafter, until all Notes Outstanding are repaid in full (the Scheduled Maturity Date and each such subsequent Interest Payment Date, a “Repayment Date”). The Scheduled Maturity Obligations shall terminate on the earlier of (A) the Interest Payment Date on which the Company has redeemed the Notes in full in accordance with the Scheduled Maturity Obligations, (B) when the Notes are otherwise paid in full on the Final Maturity Date or (C) upon an Event of Default resulting in acceleration of the Notes pursuant to Section 5.02 hereof. Unless the Scheduled Maturity Obligations shall have terminated as aforesaid and except under the circumstances set forth in Section 2.02(a)(viii), the Company’s failure to use Commercially Reasonable Efforts to raise sufficient proceeds from the issuance of Qualifying Capital Securities to repay the Notes permit payment in full on a Repayment Date shall constitute a default under clause (2) of the definition of Enforcement Event in Section 5.03, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02 hereof. (iii) Under the Replacement Capital Covenant, the Company may also repay the Notes on the Scheduled Maturity Date or any subsequent Interest Payment Date, to raise sufficient net proceeds from the sale of Qualifying Capital Securities to permit repayment of the CENts in full on the following Interest Payment Date pursuant to clause (ii) of this Section 2.1(d) until the CENts are paid or redeemed in full, an amount determined by reference event of default that results in acceleration of the CENts occurs or the Final Repayment Date; and the Company shall apply any such net proceeds to the net cash proceeds received from certain issuances by repayment of the Company or its Subsidiaries CENts as provided in clause (viii) of certain other securities specified in the Replacement Capital Covenant to Persons other than the Company or its Subsidiaries. To the extent the Company so repays Notes pursuant to this Section 2.02(a)(iii2.1(d). (vi) For purposes of this Section 2.1(d), its obligation to use Commercially Reasonable Efforts “commercially reasonable efforts” to sell Qualifying Capital Securities will means commercially reasonable efforts to complete the offer and sale of Qualifying Capital Securities to third parties other than Subsidiaries in public offerings or private placements. The Company shall not be reduced by considered to have made commercially reasonable efforts to effect a sale of Qualifying Capital Securities if it determines not to pursue or complete such sale due to pricing, coupon, dividend rate or dilution considerations. (vii) The Company shall, if it has not raised sufficient net proceeds from the issuance or sale of Qualifying Capital Securities pursuant to clause (v) of this Section 2.1(d) in connection with any Repayment Date, deliver an Officers’ Certificate to the Trustee (which the Trustee shall promptly forward upon receipt to the Administrative Trustees, who shall forward such certificate to each holder of record of Capital Securities) no more than 15 and no less than 10 days in advance of such Repayment Date stating the amount repaid of net proceeds, if any, raised pursuant to clause (v) of this Section 2.1(d) in compliance connection with the Replacement Capital Covenant. For the avoidance of doubtsuch Repayment Date, the Company’s Subsidiaries are not required to issue any securities to enable Applicable Percentage applicable thereto and the repayment corresponding principal amount of the Notes at CENts to be repaid on such Repayment Date pursuant to clause (i) or (ii), as the case may be, of this Section 2.1(d). The Company shall be excused from its obligation to use commercially reasonable efforts to sell Qualifying Capital Securities pursuant to clause (v) of this Section 2.1(d) if such Officers’ Certificate further certifies that: (A) a Market Disruption Event was existing during the 180-day period preceding the date of such Officers’ Certificate or, in the case of any Repayment Date after the Scheduled Maturity Date, whether the 90-day period preceding the date of such Officers’ Certificate; and (B) either (1) the Market Disruption Event continued for the entire 180-day period or 90-day period, as the case may be, or (2) the Market Disruption Event continued for only part of the period, but the Company was unable after commercially reasonable efforts to sell sufficient Qualifying Capital Securities during the rest of that period to permit repayment of the CENts in full. Each Officers’ Certificate delivered pursuant to this clause (vii), unless no principal amount of CENts is to be repaid on the Replacement Capital Covenant or otherwiseapplicable Repayment Date, and the Company is not required to issue securities other than shall be accompanied by a notice of repayment pursuant to Section 2.02(a)(ii) above. (iv) Notwithstanding anything to the contrary in this Indenture, if the Company repays the Notes pursuant to this Section 2.02(a) or redeems the Notes pursuant to Section 2.02(g) when any Deferred Interest (including Additional Interest thereon) remains unpaid and at a time when the Alternative Payment Mechanism is otherwise applicable, the unpaid Deferred Interest (including Additional Interest thereon) may only be paid pursuant to the Alternative Payment Mechanism. (v) Any principal amount of Notes, together with accrued and unpaid Interest, shall be due and payable on the Final Maturity Date, regardless of the amount of Qualifying Capital Securities or, if applicable, APM Securities, the Company shall have issued and sold by that time. (vi) If any date fixed for redemption or repayment pursuant to this Section 2.02(a) is not a Business Day, then payment of the Redemption Price or repayment of 3.1 setting forth the principal amount of the Notes due CENts to be repaid on such Repayment Date, which amount shall be determined after giving effect to clause (viii) of this Section 2.1(d). (viii) Payments in respect of the CENts on any Repayment Date will be applied, first, to pay deferred interest to the extent of Eligible Proceeds raised pursuant to Section 2.1(i), second, to pay current interest to the extent not paid from other sources and, third, to repay the principal of CENts; provided that if the Company is obligated to sell Qualifying Capital Securities and make payments of principal on any outstanding Parity Securities in addition to the CENts in respect thereof then on any date and for any period, such payments shall be applied first to the Parity Securities having an earlier scheduled maturity date than the CENts and then to the CENts and the Parity Securities having the same scheduled maturity date as the CENts pro rata in accordance with their respective outstanding principal amounts, and no such payment will be made on any other Parity Securities having a later scheduled maturity date until the principal of the CENts has been paid in full except to the extent permitted under Section 2.1(g) and clause (4) of Section 2.1(i), or on such other basis as the Federal Reserve may approve. If the Applicable Percentage of net cash proceeds that the Company has raised from the sale of Qualifying Capital Securities during the relevant 180-day or 90-day period, as the case may be, pursuant to clause (v) of this Section 2.1(d), is less than $5 million, the Company will not be required to repay any CENts on the Scheduled Maturity Date or the next Interest Payment Date, as applicable. On the next Interest Payment Date as of which the Applicable Percentage of the net cash proceeds the Company has raised pursuant to clause (v) of this Section 2.1(d) is at least $5 million during the 180-day that is period preceding the applicable notice date (or, if shorter, the period since the Company last repaid any principal amount of CENts), the Company will be required to repay a Business Day, without any interest principal amount of the CENts equal to the Applicable Percentage of the entire net cash proceeds raised from the sale of Qualifying Capital Securities pursuant to clause (v) of this Section 2.1(d) during such 180-day (or other payment as a result of such delayshorter) period.

Scheduled Maturity Date. (i) The Company is required to repay principal amount of, and all accrued and unpaid interest on, the Notes Debentures shall be payable in full on October May 15, 2037 2057 or, if such day is not a Business Day, the following Business Day (the “Scheduled Maturity Date”) at their principal amount plus accrued and unpaid Interest only to ); provided, however, that in the extent that during a 180-day period ending on the date a Notice of Repayment is given pursuant to Section 3.03, event the Company has raised sufficient net proceeds from complied with clause (iv)(1) of this Section 2.2(a) and timely delivered an Officers’ Certificate to the issuance Trustee pursuant to clause (v) of Qualifying Capital Securities to permit repayment of the Notes this Section 2.2(a) in full on connection with the Scheduled Maturity Date in accordance with Date, (x) the Replacement Capital Covenant. If the Company is unable for any reason to raise sufficient net proceeds to repay the Notes in full principal amount of Debentures payable on the Scheduled Maturity Date, if any, shall be the Company principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, (y) such principal amount of Debentures shall (A) repay the Notes be repaid on the Scheduled Maturity Date in part pursuant to the extent of any net proceeds so raised Article V hereof, and (Bz) continue subject to comply with clause (ii) of this Section 2.02(a). For 2.2(a) the avoidance of doubt, a Repayment Date remaining Debentures shall not constitute a Maturity for the purposes of Section 5.01(2) hereof, unless the Company has given written notice to the Trustee fixing such date for redemption remain outstanding and stating that the Company has determined to treat that date as a Maturity, in which case such date shall constitute a Maturity for the Notes specified be payable in the applicable Notice amount provided in clause (ii) of Repayment this Section 2.2(a) on the immediately succeeding Quarterly Interest Payment Date or Supplemental Noticein full on such earlier date on which they either (1) are repaid or redeemed in whole pursuant to Article V or Article IV, respectively, or (2) become due and payable pursuant to Section 502 of the Base Indenture (as the case may beamended by Section 2.7(a)(ii)). (ii) In the event the Company has delivered an Officers’ Certificate to the Trustee pursuant to clause (v) of this Section 2.2(a) in connection with any Quarterly Interest Payment Date, the principal amount of the Debentures repayable on such Quarterly Interest Payment Date shall be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, and shall be repaid on such Quarterly Interest Payment Date pursuant to Article V hereof, and the remaining Debentures shall remain outstanding and shall be payable on the immediately succeeding Quarterly Interest Payment Date in the amount provided in this clause (ii) or in full on such earlier date on which they either (1) are repaid or redeemed in whole pursuant to Article V or Article IV, respectively, or (2) become due and payable pursuant to Section 502 of the Base Indenture (as amended by Section 2.7(a)(ii)). (iii) The obligation of the Company to repay the Debentures pursuant to this Section 2.2(a) shall be subject to (x) its obligations under Article VII to the holders of Senior Indebtedness and (y) until the earlier of (A) the Final Maturity Date and (B) the date on which the Debentures become due and payable pursuant to Section 502 of the Base Indenture (as amended by Section 2.7(a)(ii)), its obligations under Section 2.5 with respect to the payment of deferred interest on the Debentures. (iv) Until the Debentures are paid in full or the Debentures become due and payable pursuant to Section 502 of the Base Indenture: (1) the Company shall use its Commercially Reasonable Efforts, subject to clause (viiiv) belowof this Section 2.2(a), to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during such a 180-day period ending on the date, not more than 15 and not less than 10 Business Days prior to any Repayment Date, on which the Company delivers the notice required by clause (v) of this Section 2.2(a) and Section 5.1, to permit repayment of the Outstanding Notes Debentures in full on the Scheduled Maturity Date. If Date pursuant to clause (i) of this Section 2.2(a); and (2) if the Company has not raised is unable for any reason to raise sufficient net proceeds pursuant to from the preceding sentence issuance of Qualifying Capital Securities to permit repayment in full of all principal and accrued and unpaid Interest the Debentures on the Notes on the Scheduled Maturity applicable Repayment Date, the unpaid amount shall remain outstanding from quarter to quarter and bear interest at Three-month LIBOR plus 4.177%, payable quarterly in arrears on each quarterly Interest Payment Date until repaid, and the Company shall use its Commercially Reasonable Efforts, subject to clause (viii) below, a Market Disruption Event to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during each a 90-day period ending on each date Notice of the date, not more than 15 and not less than 10 Business Days prior to the following Repayment is given, on the next Interest Payment Date, and on each Interest Payment Date thereafter, until all Notes Outstanding are repaid in full (the Scheduled Maturity Date and each such subsequent Interest Payment Date, a “Repayment Date”). The Scheduled Maturity Obligations shall terminate on the earlier of (A) the Interest Payment Date on which the Company has redeemed delivers the Notes in full in accordance with notice required by clause (v) of this Section 2.2(a) and Section 5.1, to permit repayment of the Scheduled Maturity Obligations, (B) when the Notes are otherwise paid Debentures in full on such following Repayment Date pursuant to clause (i)(z) of this Section 2.2(a); and (3) the Final Maturity Date or (C) upon an Event of Default resulting in acceleration Company shall apply any such net proceeds to the repayment of the Notes pursuant to Debentures as provided in clause (vi) of this Section 5.02 hereof. Unless the Scheduled Maturity Obligations shall have terminated as aforesaid and except under the circumstances set forth in Section 2.02(a)(viii2.2(a). (v) The Company shall, the Company’s failure to use Commercially Reasonable Efforts to raise if it has not raised sufficient net proceeds from the issuance of Qualifying Capital Securities pursuant to repay clause (iv) above in connection with any Repayment Date, deliver an Officers’ Certificate to the Notes Trustee no more than 15 and no less than 10 Business Days in full on a advance of such Repayment Date shall constitute a default under stating the amount of net proceeds, if any, raised pursuant to clause (2iv) of the definition of Enforcement Event above in Section 5.03, but connection with such Repayment Date. The Company shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising be excused from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02 hereof. (iii) Under the Replacement Capital Covenant, the Company may also repay the Notes on the Scheduled Maturity Date in an amount determined by reference to the net cash proceeds received from certain issuances by the Company or its Subsidiaries of certain other securities specified in the Replacement Capital Covenant to Persons other than the Company or its Subsidiaries. To the extent the Company so repays Notes pursuant to this Section 2.02(a)(iii), its obligation to use Commercially Reasonable Efforts to sell Qualifying Capital Securities will be reduced by pursuant to clause (iv) above if such Officers’ Certificate further certifies that: (A) a Market Disruption Event was existing during the amount repaid 180-day period preceding the date of such Officers’ Certificate or, in compliance with the Replacement Capital Covenant. For the avoidance case of doubt, the Company’s Subsidiaries are not required to issue any securities to enable the repayment of the Notes at Repayment Date after the Scheduled Maturity Date, whether the 90-day period preceding the date of such Officers’ Certificate; and (B) either (a) the Market Disruption Event continued for the entire 180-day period or 90-day period, as the case may be, or (b) the Market Disruption Event continued for only part of the period but the Company was unable after Commercially Reasonable Efforts to raise sufficient net proceeds during the rest of that period to permit repayment of the Debentures in full. Each Officers’ Certificate delivered pursuant to this clause (v), unless no principal amount of Debentures is to be repaid on the Replacement Capital Covenant or otherwiseapplicable Repayment Date, and the Company is not required to issue securities other than shall be accompanied by a notice of repayment pursuant to Section 2.02(a)(ii) above. (iv) Notwithstanding anything to 5.1 setting forth the contrary in this Indenture, if the Company repays the Notes pursuant to this Section 2.02(a) or redeems the Notes pursuant to Section 2.02(g) when any Deferred Interest (including Additional Interest thereon) remains unpaid and at a time when the Alternative Payment Mechanism is otherwise applicable, the unpaid Deferred Interest (including Additional Interest thereon) may only be paid pursuant to the Alternative Payment Mechanism. (v) Any principal amount of Notesthe Debentures to be repaid on such Repayment Date, together with if any, which amount shall be determined after giving effect to clause (vi) of this Section 2.2(a). The entire principal amount of, and all accrued and unpaid Interestinterest on, the Debentures shall be due and payable on the Final applicable Repayment Date in the event the Company does not deliver an Officer’s Certificate pursuant to this clause (v) to the Trustee on or prior to the 10th Business Day immediately preceding such Repayment Date. (vi) Net proceeds of the issuance of any Qualifying Capital Securities that the Company is permitted to apply to repayment of the Debentures on any Repayment Date will be applied, first, to pay deferred interest (including compounded interest thereon) to the extent of Eligible Proceeds raised pursuant to Section 2.6, second, to pay current interest to the extent not paid from other sources and, third, to repay the outstanding principal amount of Debentures, subject to a minimum principal amount of $5 million to be repaid on any Repayment Date; provided that if the Company is obligated to sell Qualifying Capital Securities and apply the net proceeds to payments of principal of or interest on any Pari Passu Securities in addition to the Debentures, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for such payments shall be applied to the Debentures and those other Pari Passu Securities having the same scheduled maturity date as the Debentures pro rata in accordance with their respective outstanding principal amounts and none of such net proceeds shall be applied to any other securities having a later scheduled maturity date until the principal of and all accrued and unpaid interest on the Debentures has been paid in full. If the Company raises less than $5 million of proceeds from the sale of Qualifying Capital Securities during the relevant 180-day or 90-day period, the Company will not be required to repay any Debentures on the Scheduled Maturity Date or the next Quarterly Interest Payment Date, regardless as applicable, but will retain those net proceeds and use them to repay the Debentures on the next Quarterly Interest Payment Date as of which the Company has raised at least $5 million of net proceeds. (vii) The Company shall not amend the Replacement Capital Covenant to impose additional restrictions on the type or amount of Qualifying Capital Securities or, if applicable, APM Securities, that the Company shall have issued and sold by that time. (vi) If any date fixed may include for purposes of determining when repayment, redemption or repayment pursuant to this Section 2.02(a) is not a Business Day, then payment purchase of the Redemption Price or repayment Debentures is permitted, except with the consent of Holders of a majority of the principal amount of the Notes due on that date shall be made on Debentures. Except as aforesaid, the next day that is a Business Day, Company may amend or supplement the Replacement Capital Covenant in accordance with its terms and without any interest or other payment as a result the consent of such delaythe Holders of the Debentures.

Scheduled Maturity Date. (i) The Company is required to repay principal amount of, and all accrued and unpaid interest on, the Notes LoTSSM will be payable in full on October December 15, 2037 2047 or, if such day is not a Business Day, the following Business Day (the “Scheduled Maturity Date”); provided, however, that in the event the Company has delivered an Officers’ Certificate to the Trustee pursuant to clause (v) at their of this Section 2.2(a) in connection with the Scheduled Maturity Date, (x) the principal amount plus accrued of LoTSSM payable on the Scheduled Maturity Date, if any, will be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, (y) such principal amount of LoTSSM will be repaid on the Scheduled Maturity Date pursuant to Article III, and unpaid (z) subject to clause (ii) of this Section 2.2(a), the remaining LoTSSM will remain outstanding and will be payable on the immediately succeeding Interest only Payment Date or such earlier date on which they are redeemed pursuant to Section 2.8 or become due and payable pursuant to Section 5.2 of the Indenture. The entire principal amount of the LoTSSM outstanding will be due and payable on the Scheduled Maturity Date in the event the Company does not deliver an Officers’ Certificate to the extent that Trustee on or before the 10th Business Day immediately preceding the Scheduled Maturity Date. (ii) In the event the Company has delivered an Officers’ Certificate to the Trustee pursuant to clause (v) of this Section 2.2(a) in connection with any Interest Payment Date after the Scheduled Maturity Date, the principal amount of LoTSSM repayable on such Interest Payment Date will be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, and will be repaid on such Interest Payment Date pursuant to Article III, and the remaining LoTSSM will remain outstanding and will be payable on the immediately succeeding Interest Payment Date or such earlier date on which they are redeemed pursuant to Section 2.8 or will become due and payable pursuant to Section 5.2 of the Indenture. The entire principal amount of the LoTSSM outstanding will be due and payable on any Interest Payment Date after the Scheduled Maturity Date in the event the Company does not deliver an Officers’ Certificate to the Trustee on or before the 10th Business Day immediately preceding such Interest Payment Date. (iii) The obligation of the Company to repay the LoTSSM pursuant to this Section 2.2(a) on any date before the Final Repayment Date will be subject to (x) its obligations under Article XIII of the Indenture to the holders of Senior Debt and (y) its obligations under Section 2.5 with respect to the payment of deferred interest on the LoTSSM. (iv) Until the LoTSSM are paid in full, the Company shall use Commercially Reasonable Efforts, subject to a Market Disruption Event: (A) to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during a 180-day period ending on the date a Notice date, not more than 15 and not less than 10 Business Days before the Scheduled Maturity Date, on which the Company delivers the notice required by clause (v) of Repayment is given this Section 2.2(a) and Section 3.1, to permit repayment of the LoTSSM in full on the Scheduled Maturity Date pursuant to clause (i) of this Section 3.03, 2.2(a); and (B) if the Company has raised is unable for any reason to raise sufficient net proceeds from the issuance of Qualifying Capital Securities to permit repayment in full of the Notes in full LoTSSM on the Scheduled Maturity Date in accordance with the Replacement Capital Covenant. If the Company is unable for any reason to raise sufficient net proceeds to repay the Notes in full on the Scheduled Maturity Date, the Company shall (as required by clause (A) repay the Notes on the Scheduled Maturity Date in part to the extent of above) or any net proceeds so raised and (B) continue to comply with this Section 2.02(a). For the avoidance of doubt, a Repayment Date shall not constitute a Maturity for the purposes of Section 5.01(2) hereof, unless the Company has given written notice to the Trustee fixing such date for redemption and stating that the Company has determined to treat that date as a Maturity, in which case such date shall constitute a Maturity for the Notes specified in the applicable Notice of Repayment or Supplemental Notice, as the case may be. (ii) The Company shall use its Commercially Reasonable Efforts, subject to clause (viii) belowsubsequent Interest Payment Date, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during such 180a 90-day period ending on the date, not more than 15 and not less than 10 Business Days before the following Interest Payment Date, on which the Company delivers the notice required by clause (v) of this Section 2.2(a) and Section 3.1, to permit repayment of the Outstanding Notes LoTSSM in full on the Scheduled Maturity Date. If the such following Interest Payment Date pursuant to clause (i)(z) of this Section 2.2(a). (v) The Company shall, if it has not raised sufficient net proceeds pursuant to the preceding sentence to permit repayment of all principal and accrued and unpaid Interest on the Notes on the Scheduled Maturity Date, the unpaid amount shall remain outstanding from quarter to quarter and bear interest at Three-month LIBOR plus 4.177%, payable quarterly in arrears on each quarterly Interest Payment Date until repaid, and the Company shall use its Commercially Reasonable Efforts, subject to clause (viii) below, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during each 90-day period ending on each date Notice pursuant to clause (iv) of this Section 2.2(a) in connection with any Repayment is given, on the next Interest Payment Date, deliver an Officers’ Certificate to the Trustee (which the Trustee will promptly forward upon receipt to the Property Trustee) no more than 15 and on each Interest Payment no less than 10 Business Days in advance of such Repayment Date thereafterstating the amount of net proceeds, until all Notes Outstanding are repaid if any, raised pursuant to clause (iv) above in full (the Scheduled Maturity connection with such Repayment Date and each such subsequent Interest Payment Date, a “Repayment Date”)the corresponding principal amount of the LoTSSM represented thereby. The Scheduled Maturity Obligations shall terminate on the earlier of (A) the Interest Payment Date on which the Company has redeemed the Notes in full in accordance with the Scheduled Maturity Obligations, (B) when the Notes are otherwise paid in full on the Final Maturity Date or (C) upon an Event of Default resulting in acceleration of the Notes pursuant to Section 5.02 hereof. Unless the Scheduled Maturity Obligations shall have terminated as aforesaid and except under the circumstances set forth in Section 2.02(a)(viii), the Company’s failure to use Commercially Reasonable Efforts to raise sufficient proceeds will be excused from the issuance of Qualifying Capital Securities to repay the Notes in full on a Repayment Date shall constitute a default under clause (2) of the definition of Enforcement Event in Section 5.03, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02 hereof. (iii) Under the Replacement Capital Covenant, the Company may also repay the Notes on the Scheduled Maturity Date in an amount determined by reference to the net cash proceeds received from certain issuances by the Company or its Subsidiaries of certain other securities specified in the Replacement Capital Covenant to Persons other than the Company or its Subsidiaries. To the extent the Company so repays Notes pursuant to this Section 2.02(a)(iii), its obligation to use Commercially Reasonable Efforts to sell Qualifying Capital Securities will be reduced by pursuant to clause (iv) above if such Officers’ Certificate further certifies that: (A) a Market Disruption Event was existing during the amount repaid 180-day period preceding the date of such Officers’ Certificate or, in compliance with the Replacement Capital Covenant. For the avoidance case of doubt, the Company’s Subsidiaries are not required to issue any securities to enable the repayment of the Notes at Repayment Date after the Scheduled Maturity Date, whether the 90-day period preceding the date of such Officers’ Certificate; and (B) either (1) the Market Disruption Event continued for the entire 180-day period or 90-day period, as the case may be, or (2) the Market Disruption Event continued for only part of the period, but the Company was unable after Commercially Reasonable Efforts to raise sufficient net proceeds during the rest of that period to permit repayment of the LoTSSM in full pursuant to clause (iv) of this Section 2.2(a). Each Officers’ Certificate delivered pursuant to this clause (v), unless no principal amount of LoTSSM is to be repaid on the Replacement Capital Covenant or otherwiseapplicable Repayment Date, and will be accompanied by a notice of repayment pursuant to Section 3.1 setting forth the principal amount of the LoTSSM to be repaid on such Repayment Date, if any, which amount will be determined after giving effect to clause (vi) of this Section 2.2(a). (vi) Payments in respect of the LoTSSM on any Repayment Date will be applied, first, to deferred interest to the extent of Eligible Proceeds raised pursuant to Section 2.7, second, to pay current interest to the extent not paid from other sources and, third, to repay the principal of the LoTSSM; provided that if the Company is obligated to sell Qualifying Capital Securities and make payments of principal on any outstanding securities in addition to the LoTSSM in respect thereof, then on any date and for any period such payments will be made first on any Parity Securities having an earlier scheduled maturity date than the LoTSSM and then on the LoTSSM and those other securities having the same scheduled maturity date as the LoTSSM pro rata in accordance with their respective outstanding principal amounts and no such payments will be made on any other securities having a later scheduled maturity date until the principal of the LoTSSM has been paid in full, except to the extent permitted under Section 2.6 and Section 2.7(c). If the Company raises less than $5 million of net proceeds from the sale of Qualifying Capital Securities during the relevant 180-day or 90-day period, the Company will not be required to issue securities other than pursuant to Section 2.02(a)(ii) above. repay any LoTSSM on the applicable Repayment Date. On the next Interest Payment Date as of which the Company has raised at least $5 million of net proceeds from the sale of Qualifying Capital Securities during the 180-day period preceding the applicable notice date (iv) Notwithstanding anything or, if shorter, the period since it last delivered to the contrary in this Indenture, if the Company repays the Notes pursuant to this Section 2.02(a) or redeems the Notes pursuant to Section 2.02(g) when trustee a notice of repayment of any Deferred Interest (including Additional Interest thereon) remains unpaid and at a time when the Alternative Payment Mechanism is otherwise applicable, the unpaid Deferred Interest (including Additional Interest thereon) may only be paid pursuant to the Alternative Payment Mechanism. (v) Any principal amount of NotesLoTSSM), it will be required to repay a principal amount of the LoTSSM equal to the entire net proceeds from the sale of Qualifying Capital Securities during such 180-day or shorter period together with accrued and unpaid Interestinterest thereon, shall be due and payable subject in the case of deferred interest to Section 2.5(b). (vii) The Company will not amend the Replacement Capital Covenant to impose additional restrictions on the Final Maturity Date, regardless of the type or amount of Qualifying Capital Securities that the Company may include for purposes of determining when repayment, redemption or purchase of the LoTSSM or the Trust Preferred Securities is permitted, except with the consent of holders of a majority by liquidation amount of the Trust Preferred Securities or, if applicable, APM the LoTSSM have been distributed by the Trust to the holders of the Trust Preferred Securities, the Company shall have issued and sold a majority by that time. (vi) If any date fixed for redemption or repayment pursuant to this Section 2.02(a) is not a Business Day, then payment of the Redemption Price or repayment of the principal amount of the Notes due on that date shall be made on LoTSSM. Except as aforesaid, the next day that is a Business Day, Company may amend or supplement the Replacement Capital Covenant in accordance with its terms and without any interest the consent of the holders of the Trust Preferred Securities or other payment as a result of such delaythe LoTSSM.

Scheduled Maturity Date. (i) The Company is required to repay principal amount of, and all accrued and unpaid interest on, the Notes Outstanding Debentures shall be payable in full on October March 15, 2037 2037, or if such day is not a Business Day, the next Business Day (the “"Scheduled Maturity Date”"); provided that in the event the Company has delivered an Officers' Certificate to the Trustee pursuant to clause (vi) at their of this Section 2.1(d) in connection with the Scheduled Maturity Date, (A) the principal amount plus of Debentures payable on the Scheduled Maturity Date, if any, shall be the principal amount set forth in the notice of repayment accompanying such Officers' Certificate, (B) such specified principal amount of Debentures shall be repaid on the Scheduled Maturity Date pursuant to Article III, and (C) subject to clause (ii) of this Section 2.1(d), the remaining Debentures shall remain Outstanding and shall be payable on the immediately succeeding Quarterly Interest Payment Date or such earlier date on which they are redeemed pursuant to Section 2.1(o) or shall become due and payable pursuant to Section 502 of the Indenture or clause (iii) of this Section 2.1(d). The Outstanding Debentures shall be due and payable on the Scheduled Maturity Date except to the extent so specified in an Officers' Certificate delivered to the Trustee not more than 30 and not less than 10 Business Days immediately preceding the Scheduled Maturity Date. (ii) In the event the Company has delivered an Officers' Certificate to the Trustee pursuant to clause (vi) of this Section 2.1(d) in connection with any Quarterly Interest Payment Date, the principal amount of Debentures payable on such Quarterly Interest Payment Date shall be the principal amount set forth in the notice of repayment, if any, accompanying such Officers' Certificate, such principal amount of Debentures shall be repaid on such Quarterly Interest Payment Date pursuant to Article III, and the remaining Debentures shall remain Outstanding and shall be payable on the immediately succeeding Quarterly Interest Payment Date or such earlier date on which they are redeemed pursuant to Section 2.1(o) or shall become due and payable pursuant to Section 502 of the Indenture or clause (iii) of this Section 2.1(d). The Outstanding Debentures shall be due and payable on any Quarterly Interest Payment Date except to the extent so specified in an Officers' Certificate delivered to the Trustee not more than 30 and no less than 10 Business Days immediately preceding such Quarterly Interest Payment Date. (iii) Notwithstanding anything to the contrary set forth in this Third Supplemental Indenture, the principal of, and all accrued and unpaid Interest only interest on, all Outstanding Debentures shall be due and payable on March 15, 2067, or if such day is not a Business Day, the following Business Day (the "Final Maturity Date"). (iv) Any repayment of principal and current interest on the Debentures pursuant to this Section 2.1(d) on any date prior to the extent Final Maturity Date shall not affect the Company's obligations under Section 2.1(h) with respect to the payment of deferred interest on the Debentures. For the purpose of clarity, it is possible that the Company may repay the principal and current interest on a Debenture pursuant to this Section 2.1(d) but still be obligated to pay deferred interest on the Debenture. For the purposes of the definition of "Outstanding" in the Indenture, a Debenture, as to which principal and current interest has been repaid, redeemed or otherwise satisfied by the Company, shall for all purposes of the Indenture and this Third Supplemental Indenture, other than for purposes of Article XI of the Indenture and Section 2.1(d) and Article III of this Third Supplemental Indenture, be deemed Outstanding so long as any deferred interest on such Debenture remains unpaid. (v) Until principal and current interest on all Outstanding Debentures are paid in full, the principal of all Outstanding Debentures is automatically accelerated as provided in Section 2.1(k) or a declaration of acceleration pursuant to Section 502 of the Indenture occurs, the Company shall use Commercially Reasonable Efforts, subject to a Market Disruption Event: (A) to raise sufficient Eligible Repayment Proceeds during a 180-day period ending on a date not more than 30 and not less than 10 Business Days prior to the date a Notice of Repayment is given pursuant to Section 3.03, the Company has raised sufficient net proceeds from the issuance of Qualifying Capital Securities Scheduled Maturity Date to permit repayment of the Notes principal and current interest on all Outstanding Debentures in full on the Scheduled Maturity Date in accordance with the Replacement Capital Covenant. If Date; and (B) if the Company is unable for any reason to raise sufficient net proceeds Eligible Repayment Proceeds to repay the Notes permit repayment in full of the principal amount of and current interest on all the Scheduled Maturity Date, the Company shall (A) repay the Notes Outstanding Debentures on the Scheduled Maturity Date or any subsequent Quarterly Interest Payment Date, to raise sufficient Eligible Repayment Proceeds to permit repayment of the principal and current interest on all Outstanding Debentures in part full on the next Quarterly Interest Payment Date pursuant to the extent clause (ii) of any net proceeds so raised and (B) continue to comply with this Section 2.02(a2.1(d). For the avoidance of doubt. (vi) The Company shall, a if it has not raised sufficient Eligible Repayment Date shall not constitute a Maturity for the purposes of Section 5.01(2) hereofProceeds in connection with any Repayment Date, unless the Company has given written notice deliver an Officers' Certificate to the Trustee fixing no more than 30 and no less than 10 Business Days in advance of such date for redemption and Repayment Date stating that the Company has determined amount of Eligible Repayment Proceeds, if any, raised pursuant to treat that date as a Maturityclause (v) above in connection with such Repayment Date. Each Officers' Certificate delivered pursuant to this clause (vi), in which case such date shall constitute a Maturity for the Notes specified in unless no principal amount of Debentures is to be repaid on the applicable Notice Repayment Date, shall be accompanied by a notice of repayment pursuant to Section 3.1 setting forth the principal amount of the Debentures to be repaid on such Repayment or Supplemental NoticeDate, as the case may be. (ii) The Company which amount shall use its Commercially Reasonable Efforts, subject be determined after giving effect to clause (viii) below, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during such 180-day period to permit repayment of the Outstanding Notes in full on the Scheduled Maturity Date. If the Company has not raised sufficient net proceeds pursuant to the preceding sentence to permit repayment of all principal and accrued and unpaid Interest on the Notes on the Scheduled Maturity Date, the unpaid amount shall remain outstanding from quarter to quarter and bear interest at Three-month LIBOR plus 4.177%, payable quarterly in arrears on each quarterly Interest Payment Date until repaid, and the Company shall use its Commercially Reasonable Efforts, subject to clause (viii) below, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during each 90-day period ending on each date Notice of Repayment is given, on the next Interest Payment Date, and on each Interest Payment Date thereafter, until all Notes Outstanding are repaid in full (the Scheduled Maturity Date and each such subsequent Interest Payment Date, a “Repayment Date”this Section 2.1(d). The Scheduled Maturity Obligations shall terminate on the earlier of (A) the Interest Payment Date on which the Company has redeemed the Notes in full in accordance with the Scheduled Maturity Obligations, (B) when the Notes are otherwise paid in full on the Final Maturity Date or (C) upon an Event of Default resulting in acceleration of the Notes pursuant to Section 5.02 hereof. Unless the Scheduled Maturity Obligations shall have terminated as aforesaid and except under the circumstances set forth in Section 2.02(a)(viii), the Company’s failure to use Commercially Reasonable Efforts to raise sufficient proceeds from the issuance of Qualifying Capital Securities to repay the Notes in full on a Repayment Date shall constitute a default under clause (2) of the definition of Enforcement Event in Section 5.03, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02 hereof. (iiivii) Under the Replacement Capital Covenant, the The Company may also repay the Notes on the Scheduled Maturity Date in an amount determined by reference to the net cash proceeds received shall be excused from certain issuances by the Company or its Subsidiaries of certain other securities specified in the Replacement Capital Covenant to Persons other than the Company or its Subsidiaries. To the extent the Company so repays Notes pursuant to this Section 2.02(a)(iii), its obligation to use Commercially Reasonable Efforts to sell Qualifying Capital Securities will be reduced by pursuant to clause (v) above if such Officers' Certificate further certifies that: (A) a Market Disruption Event was existing at any time during the amount repaid period commencing 180 days prior to the date of such Officers' Certificate or, in compliance with the Replacement Capital Covenant. For the avoidance case of doubt, the Company’s Subsidiaries are not required to issue any securities to enable the repayment of the Notes at Repayment Date after the Scheduled Maturity Date, whether pursuant the period commencing on the immediately preceding Quarterly Interest Payment Date and ending on the Business Day immediately preceding the date of such Officers' Certificate; and (B) either (1) the Market Disruption Event continued for the entire 180-day period or, in the case of any Repayment Date after the Scheduled Maturity Date, the period since the most recent Quarterly Interest Payment Date, as the case may be, or (2) the Market Disruption Event continued for only part of the relevant period, but the Company was unable after Commercially Reasonable Efforts to raise sufficient Eligible Repayment Proceeds during the rest of that period to permit repayment of the Debentures in full. (viii) Payments on the Debentures on any Repayment Date shall be applied, first, to the Replacement Capital Covenant or otherwiseextent permitted by Section 2.1(i), and to deferred interest to the Company is not required to issue securities other than extent of Eligible APM Proceeds raised pursuant to Section 2.02(a)(ii) above. (iv) Notwithstanding anything 2.1(i), second, to current interest and, third, to the contrary in this Indenture, if the Company repays the Notes pursuant to this Section 2.02(a) or redeems the Notes pursuant to Section 2.02(g) when any Deferred Interest (including Additional Interest thereon) remains unpaid and at a time when the Alternative Payment Mechanism is otherwise applicable, the unpaid Deferred Interest (including Additional Interest thereon) may only be paid pursuant to the Alternative Payment Mechanism. (v) Any principal amount of Notes, together with accrued and unpaid Interest, shall be due and payable on the Final Maturity Date, regardless of the amount of Qualifying Capital Securities or, if applicable, APM Securities, the Company shall have issued and sold by that time. (vi) If any date fixed for redemption or repayment pursuant to this Section 2.02(a) is not a Business Day, then payment of the Redemption Price or repayment of the principal of Debentures; provided that if the Company is obligated to sell Qualifying Capital Securities and repay any outstanding pari passu securities in addition to the Debentures, then on any date and for any period such payments shall be applied to the Debentures and those other pari passu securities having the same scheduled maturity date as the Debentures pro rata in accordance with their respective outstanding principal amounts and none of such payments shall be applied to any other pari passu securities having a later scheduled maturity date until the principal of and all accrued and unpaid interest on the Debentures has been paid in full, except to the extent permitted by clause (vii) of Section 2.1(g) and the first sentence of Section 2.1(h). If the Company has raised less than $5,000,000 of Eligible Repayment Proceeds during the relevant 180-day or three-month period, the Company will not be required to repay any Debentures on the relevant Repayment Date, but it will repay the applicable principal amount of the Notes due on that date shall be made Debentures on the next day that is a Business Day, without any interest or other payment Quarterly Interest Payment Date as a result of such delaywhich the Company has raised at least $5,000,000 of Eligible Repayment Proceeds.

Scheduled Maturity Date. The Class A-1 Term (iif the Class A-1 Invested Amount has not previously been reduced to zero) The Company is required to repay and the Notes on October 15, 2037 Class A-2 Term may be extended one time by the Issuer for only an additional twelve months (the “Scheduled Maturity Date”a) at their principal amount plus accrued and unpaid Interest only to the extent that during a 180-day period ending on the date a Notice of Repayment is given pursuant to Section 3.03, the Company has raised sufficient net proceeds from the issuance of Qualifying Capital Securities to permit repayment of the Notes in full on the Scheduled Maturity Date in accordance with the Replacement Capital Covenant. If the Company is unable for any reason to raise sufficient net proceeds to repay the Notes in full on the Scheduled Maturity Date, the Company shall (A) repay the Notes on the Scheduled Maturity Date in part to the extent of any net proceeds so raised and (B) continue to comply with this Section 2.02(a). For the avoidance of doubt, a Repayment Date shall not constitute a Maturity for the purposes of Section 5.01(2) hereof, unless the Company has given upon written notice to the Administrative Agent, the Note Purchaser and the Trustee fixing such date for redemption given not (i) more than 45 days' prior to the Originally Scheduled Termination Date and stating that the Company has determined to treat that date as a Maturity, in which case such date shall constitute a Maturity for the Notes specified in the applicable Notice of Repayment or Supplemental Notice, as the case may be. (ii) The Company less than 20 days' prior to the Originally Scheduled Termination Date (such written notice to include an Officer's Certificate of each of the Issuer and CPS certifying that an Extension Breach shall use its Commercially Reasonable Effortsnot have occurred as of the date of such notice) ("EXTENSION NOTICE"), subject (b) upon the payment of a renewal fee in the amount equal to clause 1.00% of the Aggregate Invested Amount as of the Originally Scheduled Facility Termination Date, (viiic) belowso long as the following conditions precedent are satisfied on and as of the Originally Scheduled Facility Termination Date: (i) there shall not have occurred as of the Originally Scheduled Facility Termination Date any Extension Breach; (ii) there shall not have occurred since the date of this Agreement a Material Adverse Change; and (iii) there shall not have occurred since the date of this Agreement a Material Adverse Effect and (d) if, to raise sufficient net proceeds as of the Originally Scheduled Facility Termination Date, neither the Issuer nor CPS has received notice from the issuance of Qualifying Capital Securities during such 180-day period to permit repayment of the Outstanding Notes in full on the Scheduled Maturity Date. If the Company has not raised sufficient net proceeds pursuant Administrative Agent to the preceding sentence to permit repayment of effect that all principal and accrued and unpaid Interest on the Notes on the Scheduled Maturity Date, the unpaid amount shall remain outstanding from quarter to quarter and bear interest at Three-month LIBOR plus 4.177%, payable quarterly in arrears on each quarterly Interest Payment Date until repaid, and the Company shall use its Commercially Reasonable Efforts, subject to clause (viii) below, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during each 90-day period ending on each date Notice of Repayment is given, on the next Interest Payment Date, and on each Interest Payment Date thereafter, until all Notes Outstanding are repaid in full (the Scheduled Maturity Date and each such subsequent Interest Payment Date, a “Repayment Date”). The Scheduled Maturity Obligations shall terminate on the earlier of (A) the Interest Payment Date on which the Company has redeemed the Notes in full in accordance with the Scheduled Maturity Obligations, (B) when the Notes are otherwise paid in full on the Final Maturity Date or (C) upon an Event of Default resulting in acceleration of the Notes pursuant to Section 5.02 hereof. Unless the Scheduled Maturity Obligations shall have terminated as aforesaid and except under the circumstances conditions precedent set forth in this Section 2.02(a)(viii)2.02 have not been satisfied. In addition, if within 5 Business Days after the delivery of the Extension Notice to the Administrative Agent, the Company’s failure to use Commercially Reasonable Efforts to raise sufficient proceeds Note Purchaser and the Trustee, the Issuer does not receive a confirmation from the issuance of Qualifying Capital Securities to repay the Notes in full on a Repayment Date shall constitute a default under clause (2) Administrative Agent that it agrees that no Extension Breach has occurred as of the definition date of Enforcement Event in Section 5.03such Extension Notice, but an Extension Breach shall in no event constitute an Event be deemed to have occurred. Upon the extension of Default. Notwithstanding anything to the contrary herein, Class A-1 Term and the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02 hereof. (iii) Under the Replacement Capital Covenant, the Company may also repay the Notes on the Scheduled Maturity Date in an amount determined by reference to the net cash proceeds received from certain issuances by the Company or its Subsidiaries of certain other securities specified in the Replacement Capital Covenant to Persons other than the Company or its Subsidiaries. To the extent the Company so repays Notes Class A-2 Term pursuant to this Section 2.02(a)(iii)2.02, its obligation to use Commercially Reasonable Efforts to sell Qualifying Capital Securities will be reduced by the amount repaid in compliance with the Replacement Capital Covenant. For the avoidance of doubt, the Company’s Subsidiaries are not required to issue any securities to enable the repayment each of the Notes at the Scheduled Maturity Date, whether pursuant Issuer and CPS shall be deemed to have made a representation and warranty to the Replacement Capital Covenant or otherwise, and the Company is not required effect that all conditions precedent to issue securities other than pursuant to Section 2.02(a)(ii) above. (iv) Notwithstanding anything to the contrary in this Indenture, if the Company repays the Notes pursuant to this Section 2.02(a) or redeems the Notes pursuant to Section 2.02(g) when any Deferred Interest (including Additional Interest thereon) remains unpaid and at a time when the Alternative Payment Mechanism is otherwise applicable, the unpaid Deferred Interest (including Additional Interest thereon) may only be paid pursuant to the Alternative Payment Mechanism. (v) Any principal amount of Notes, together with accrued and unpaid Interest, shall be due and payable on the Final Maturity Date, regardless such extension have been satisfied as of the amount of Qualifying Capital Securities or, if applicable, APM Securities, the Company shall have issued and sold by that timeOriginally Scheduled Termination Date. (vi) If any date fixed for redemption or repayment pursuant to this Section 2.02(a) is not a Business Day, then payment of the Redemption Price or repayment of the principal amount of the Notes due on that date shall be made on the next day that is a Business Day, without any interest or other payment as a result of such delay.

Scheduled Maturity Date. (i) The Company is required to repay principal amount of, and all accrued and unpaid interest on, the Notes Debentures shall be payable in full on October May 15, 2037 or, if such day is not a Business Day, the following Business Day (the “Scheduled Maturity Date”) at their principal amount plus accrued and unpaid Interest only to ); provided, however, that in the extent that during a 180-day period ending on the date a Notice of Repayment is given pursuant to Section 3.03, event the Company has raised sufficient net proceeds from complied with clause (iv)(1) of this Section 2.2(a) and timely delivered an Officers’ Certificate to the issuance Trustee pursuant to clause (v) of Qualifying Capital Securities to permit repayment of the Notes this Section 2.2(a) in full on connection with the Scheduled Maturity Date in accordance with Date, (x) the Replacement Capital Covenant. If the Company is unable for any reason to raise sufficient net proceeds to repay the Notes in full principal amount of Debentures payable on the Scheduled Maturity Date, if any, shall be the Company principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, (y) such principal amount of Debentures shall (A) repay the Notes be repaid on the Scheduled Maturity Date in part pursuant to the extent of any net proceeds so raised Article V hereof, and (Bz) continue subject to comply with clause (ii) of this Section 2.02(a). For 2.2(a) the avoidance of doubt, a Repayment Date remaining Debentures shall not constitute a Maturity for the purposes of Section 5.01(2) hereof, unless the Company has given written notice to the Trustee fixing such date for redemption remain outstanding and stating that the Company has determined to treat that date as a Maturity, in which case such date shall constitute a Maturity for the Notes specified be payable in the applicable Notice amount provided in clause (ii) of Repayment this Section 2.2(a) on the immediately succeeding Quarterly Interest Payment Date or Supplemental Noticein full on such earlier date on which they either (1) are repaid or redeemed in whole pursuant to Article V or Article IV, respectively, or (2) become due and payable pursuant to Section 502 of the Base Indenture (as the case may beamended by Section 2.7(a)(ii)). (ii) In the event the Company has delivered an Officers’ Certificate to the Trustee pursuant to clause (v) of this Section 2.2(a) in connection with any Quarterly Interest Payment Date, the principal amount of the Debentures repayable on such Quarterly Interest Payment Date shall be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, and shall be repaid on such Quarterly Interest Payment Date pursuant to Article V hereof, and the remaining Debentures shall remain outstanding and shall be payable on the immediately succeeding Quarterly Interest Payment Date in the amount provided in this clause (ii) or in full on such earlier date on which they either (1) are repaid or redeemed in whole pursuant to Article V or Article IV, respectively, or (2) become due and payable pursuant to Section 502 of the Base Indenture (as amended by Section 2.7(a)(ii)). (iii) The obligation of the Company to repay the Debentures pursuant to this Section 2.2(a) shall be subject to (x) its obligations under Article VII to the holders of Senior Indebtedness and (y) until the earlier of (A) the Final Maturity Date and (B) the date on which the Debentures become due and payable pursuant to Section 502 of the Base Indenture (as amended by Section 2.7(a)(ii)), its obligations under Section 2.5 with respect to the payment of deferred interest on the Debentures. (iv) Until the Debentures are paid in full or the Debentures become due and payable pursuant to Section 502 of the Base Indenture: (1) the Company shall use its Commercially Reasonable Efforts, subject to clause (viiiv) belowof this Section 2.2(a), to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during such a 180-day period ending on the date, not more than 15 and not less than 10 Business Days prior to any Repayment Date, on which the Company delivers the notice required by clause (v) of this Section 2.2(a) and Section 5.1, to permit repayment of the Outstanding Notes Debentures in full on the Scheduled Maturity Date. If Date pursuant to clause (i) of this Section 2.2(a); and (2) if the Company has not raised is unable for any reason to raise sufficient net proceeds pursuant to from the preceding sentence issuance of Qualifying Capital Securities to permit repayment in full of all principal and accrued and unpaid Interest the Debentures on the Notes on the Scheduled Maturity applicable Repayment Date, the unpaid amount shall remain outstanding from quarter to quarter and bear interest at Three-month LIBOR plus 4.177%, payable quarterly in arrears on each quarterly Interest Payment Date until repaid, and the Company shall use its Commercially Reasonable Efforts, subject to clause (viii) below, a Market Disruption Event to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during each a 90-day period ending on each date Notice of the date, not more than 15 and not less than 10 Business Days prior to the following Repayment is given, on the next Interest Payment Date, and on each Interest Payment Date thereafter, until all Notes Outstanding are repaid in full (the Scheduled Maturity Date and each such subsequent Interest Payment Date, a “Repayment Date”). The Scheduled Maturity Obligations shall terminate on the earlier of (A) the Interest Payment Date on which the Company has redeemed delivers the Notes in full in accordance with notice required by clause (v) of this Section 2.2(a) and Section 5.1, to permit repayment of the Scheduled Maturity Obligations, (B) when the Notes are otherwise paid Debentures in full on such following Repayment Date pursuant to clause (i)(z) of this Section 2.2(a); and (3) the Final Maturity Date or (C) upon an Event of Default resulting in acceleration Company shall apply any such net proceeds to the repayment of the Notes pursuant to Debentures as provided in clause (vi) of this Section 5.02 hereof. Unless the Scheduled Maturity Obligations shall have terminated as aforesaid and except under the circumstances set forth in Section 2.02(a)(viii2.2(a). (v) The Company shall, the Company’s failure to use Commercially Reasonable Efforts to raise if it has not raised sufficient net proceeds from the issuance of Qualifying Capital Securities pursuant to repay clause (iv) above in connection with any Repayment Date, deliver an Officers’ Certificate to the Notes Trustee no more than 15 and no less than 10 Business Days in full on a advance of such Repayment Date shall constitute a default under stating the amount of net proceeds, if any, raised pursuant to clause (2iv) of the definition of Enforcement Event above in Section 5.03, but connection with such Repayment Date. The Company shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising be excused from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02 hereof. (iii) Under the Replacement Capital Covenant, the Company may also repay the Notes on the Scheduled Maturity Date in an amount determined by reference to the net cash proceeds received from certain issuances by the Company or its Subsidiaries of certain other securities specified in the Replacement Capital Covenant to Persons other than the Company or its Subsidiaries. To the extent the Company so repays Notes pursuant to this Section 2.02(a)(iii), its obligation to use Commercially Reasonable Efforts to sell Qualifying Capital Securities will be reduced by pursuant to clause (iv) above if such Officers’ Certificate further certifies that: (A) a Market Disruption Event was existing during the amount repaid 180-day period preceding the date of such Officers’ Certificate or, in compliance with the Replacement Capital Covenant. For the avoidance case of doubt, the Company’s Subsidiaries are not required to issue any securities to enable the repayment of the Notes at Repayment Date after the Scheduled Maturity Date, whether the 90-day period preceding the date of such Officers’ Certificate; and (B) either (a) the Market Disruption Event continued for the entire 180-day period or 90-day period, as the case may be, or (b) the Market Disruption Event continued for only part of the period but the Company was unable after Commercially Reasonable Efforts to raise sufficient net proceeds during the rest of that period to permit repayment of the Debentures in full. Each Officers’ Certificate delivered pursuant to this clause (v), unless no principal amount of Debentures is to be repaid on the Replacement Capital Covenant or otherwiseapplicable Repayment Date, and the Company is not required to issue securities other than shall be accompanied by a notice of repayment pursuant to Section 2.02(a)(ii) above. (iv) Notwithstanding anything to 5.1 setting forth the contrary in this Indenture, if the Company repays the Notes pursuant to this Section 2.02(a) or redeems the Notes pursuant to Section 2.02(g) when any Deferred Interest (including Additional Interest thereon) remains unpaid and at a time when the Alternative Payment Mechanism is otherwise applicable, the unpaid Deferred Interest (including Additional Interest thereon) may only be paid pursuant to the Alternative Payment Mechanism. (v) Any principal amount of Notesthe Debentures to be repaid on such Repayment Date, together with if any, which amount shall be determined after giving effect to clause (vi) of this Section 2.2(a). The entire principal amount of, and all accrued and unpaid Interestinterest on, the Debentures shall be due and payable on the Final applicable Repayment Date in the event the Company does not deliver an Officer’s Certificate pursuant to this clause (v) to the Trustee on or prior to the 10th Business Day immediately preceding such Repayment Date. (vi) Net proceeds of the issuance of any Qualifying Capital Securities that the Company is permitted to apply to repayment of the Debentures on any Repayment Date will be applied, first, to pay deferred interest (including compounded interest thereon) to the extent of Eligible Proceeds raised pursuant to Section 2.6, second, to pay current interest to the extent not paid from other sources and, third, to repay the outstanding principal amount of Debentures, subject to a minimum principal amount of $5 million to be repaid on any Repayment Date; provided that if the Company is obligated to sell Qualifying Capital Securities and apply the net proceeds to payments of principal of or interest on any Pari Passu Securities in addition to the Debentures, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for such payments shall be applied to the Debentures and those other Pari Passu Securities having the same scheduled maturity date as the Debentures pro rata in accordance with their respective outstanding principal amounts and none of such net proceeds shall be applied to any other securities having a later scheduled maturity date until the principal of and all accrued and unpaid interest on the Debentures has been paid in full. If the Company raises less than $5 million of proceeds from the sale of Qualifying Capital Securities during the relevant 180-day or 90-day period, the Company will not be required to repay any Debentures on the Scheduled Maturity Date or the next Quarterly Interest Payment Date, regardless as applicable, but will retain those net proceeds and use them to repay the Debentures on the next Quarterly Interest Payment Date as of which the Company has raised at least $5 million of net proceeds. (vii) The Company shall not amend the Replacement Capital Covenant to impose additional restrictions on the type or amount of Qualifying Capital Securities or, if applicable, APM Securities, that the Company shall have issued and sold by that time. (vi) If any date fixed may include for purposes of determining when repayment, redemption or repayment pursuant to this Section 2.02(a) is not a Business Day, then payment purchase of the Redemption Price or repayment Debentures is permitted, except with the consent of Holders of a majority of the principal amount of the Notes due on that date shall be made on Debentures. Except as aforesaid, the next day that is a Business Day, Company may amend or supplement the Replacement Capital Covenant in accordance with its terms and without any interest or other payment as a result the consent of such delaythe Holders of the Debentures.

Scheduled Maturity Date. (i) The Company is required to repay principal amount of, and all accrued and unpaid interest on, the Notes LoTSSM will be payable in full on October March 15, 2037 or, if such day is not a Business Day, the following Business Day (the “Scheduled Maturity Date”); provided, however, that in the event the Company has delivered an Officers’ Certificate to the Trustee pursuant to clause (v) at their of this Section 2.2(a) in connection with the Scheduled Maturity Date, (x) the principal amount plus accrued of LoTSSM payable on the Scheduled Maturity Date, if any, will be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, (y) such principal amount of LoTSSM will be repaid on the Scheduled Maturity Date pursuant to Article III, and unpaid (z) subject to clause (ii) of this Section 2.2(a), the remaining LoTSSM will remain outstanding and will be payable on the immediately succeeding Interest only Payment Date or such earlier date on which they are redeemed pursuant to Section 2.8 or become due and payable pursuant to Section 5.2 of the Indenture. The entire principal amount of the LoTSSM outstanding will be due and payable on the Scheduled Maturity Date in the event the Company does not deliver an Officers’ Certificate to the extent that Trustee on or before the 10th Business Day immediately preceding the Scheduled Maturity Date. (ii) In the event the Company has delivered an Officers’ Certificate to the Trustee pursuant to clause (v) of this Section 2.2(a) in connection with any Interest Payment Date after the Scheduled Maturity Date, the principal amount of LoTSSM repayable on such Interest Payment Date will be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, and will be repaid on such Interest Payment Date pursuant to Article III, and the remaining LoTSSM will remain outstanding and will be payable on the immediately succeeding Interest Payment Date or such earlier date on which they are redeemed pursuant to Section 2.8 or will become due and payable pursuant to Section 5.2 of the Indenture. The entire principal amount of the LoTSSM outstanding will be due and payable on any Interest Payment Date after the Scheduled Maturity Date in the event the Company does not deliver an Officers’ Certificate to the Trustee on or before the 10th Business Day immediately preceding such Interest Payment Date. (iii) The obligation of the Company to repay the LoTSSM pursuant to this Section 2.2(a) on any date before the Final Repayment Date will be subject to (x) its obligations under Article XIII of the Indenture to the holders of Senior Debt and (y) its obligations under Section 2.5 with respect to the payment of deferred interest on the LoTSSM. (iv) Until the LoTSSM are paid in full, the Company will use Commercially Reasonable Efforts, subject to a Market Disruption Event: (A) to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during a 180-day period ending on the date a Notice date, not more than 15 and not less than 10 Business Days before the Scheduled Maturity Date, on which the Company delivers the notice required by clause (v) of Repayment is given this Section 2.2(a) and Section 3.1, to permit repayment of the LoTSSM in full on the Scheduled Maturity Date pursuant to clause (i) of this Section 3.03, 2.2(a); and (B) if the Company has raised is unable for any reason to raise sufficient net proceeds from the issuance of Qualifying Capital Securities to permit repayment in full of the Notes in full LoTSSM on the Scheduled Maturity Date in accordance with the Replacement Capital Covenant. If the Company is unable for any reason to raise sufficient net proceeds to repay the Notes in full on the Scheduled Maturity Date, the Company shall (as required by clause (A) repay the Notes on the Scheduled Maturity Date in part to the extent of above) or any net proceeds so raised and (B) continue to comply with this Section 2.02(a). For the avoidance of doubt, a Repayment Date shall not constitute a Maturity for the purposes of Section 5.01(2) hereof, unless the Company has given written notice to the Trustee fixing such date for redemption and stating that the Company has determined to treat that date as a Maturity, in which case such date shall constitute a Maturity for the Notes specified in the applicable Notice of Repayment or Supplemental Notice, as the case may be. (ii) The Company shall use its Commercially Reasonable Efforts, subject to clause (viii) belowsubsequent Interest Payment Date, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during such 180a 90-day period ending on the date, not more than 15 and not less than 10 Business Days before the following Interest Payment Date, on which the Company delivers the notice required by clause (v) of this Section 2.2(a) and Section 3.1, to permit repayment of the Outstanding Notes LoTSSM in full on the Scheduled Maturity Date. If the such following Interest Payment Date pursuant to clause (i)(z) of this Section 2.2(a). (v) The Company will, if it has not raised sufficient net proceeds pursuant to the preceding sentence to permit repayment of all principal and accrued and unpaid Interest on the Notes on the Scheduled Maturity Date, the unpaid amount shall remain outstanding from quarter to quarter and bear interest at Three-month LIBOR plus 4.177%, payable quarterly in arrears on each quarterly Interest Payment Date until repaid, and the Company shall use its Commercially Reasonable Efforts, subject to clause (viii) below, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during each 90-day period ending on each date Notice of pursuant to clause (iv) above in connection with any Repayment is given, on the next Interest Payment Date, deliver an Officers’ Certificate to the Trustee (which the Trustee will promptly forward upon receipt to the Property Trustee) no more than 15 and on each Interest Payment no less than 10 Business Days in advance of such Repayment Date thereafterstating the amount of net proceeds, until all Notes Outstanding are repaid if any, raised pursuant to clause (iv) above in full (the Scheduled Maturity connection with such Repayment Date and each such subsequent Interest Payment Date, a “Repayment Date”)the corresponding principal amount of the LoTSSM represented thereby. The Scheduled Maturity Obligations shall terminate on the earlier of (A) the Interest Payment Date on which the Company has redeemed the Notes in full in accordance with the Scheduled Maturity Obligations, (B) when the Notes are otherwise paid in full on the Final Maturity Date or (C) upon an Event of Default resulting in acceleration of the Notes pursuant to Section 5.02 hereof. Unless the Scheduled Maturity Obligations shall have terminated as aforesaid and except under the circumstances set forth in Section 2.02(a)(viii), the Company’s failure to use Commercially Reasonable Efforts to raise sufficient proceeds will be excused from the issuance of Qualifying Capital Securities to repay the Notes in full on a Repayment Date shall constitute a default under clause (2) of the definition of Enforcement Event in Section 5.03, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02 hereof. (iii) Under the Replacement Capital Covenant, the Company may also repay the Notes on the Scheduled Maturity Date in an amount determined by reference to the net cash proceeds received from certain issuances by the Company or its Subsidiaries of certain other securities specified in the Replacement Capital Covenant to Persons other than the Company or its Subsidiaries. To the extent the Company so repays Notes pursuant to this Section 2.02(a)(iii), its obligation to use Commercially Reasonable Efforts to sell Qualifying Capital Securities will be reduced by pursuant to clause (iv) above if such Officers’ Certificate further certifies that: (A) a Market Disruption Event was existing during the amount repaid 180-day period preceding the date of such Officers’ Certificate or, in compliance with the Replacement Capital Covenant. For the avoidance case of doubt, the Company’s Subsidiaries are not required to issue any securities to enable the repayment of the Notes at Repayment Date after the Scheduled Maturity Date, whether the 90-day period preceding the date of such Officers’ Certificate; and (B) either (1) the Market Disruption Event continued for the entire 180-day period or 90-day period, as the case may be, or (2) the Market Disruption Event continued for only part of the period, but the Company was unable after Commercially Reasonable Efforts to raise sufficient net proceeds during the rest of that period to permit repayment of the LoTSSM in full pursuant to clause (iv) above. Each Officers’ Certificate delivered pursuant to this clause (v), unless no principal amount of LoTSSM is to be repaid on the applicable Repayment Date, will be accompanied by a notice of repayment pursuant to Section 3.1 setting forth the principal amount of the LoTSSM to be repaid on such Repayment Date, if any, which amount will be determined after giving effect to clause (vi) of this Section 2.2(a). (vi) Payments in respect of the LoTSSM on any Repayment Date will be applied, first, to deferred interest to the extent of Eligible Proceeds raised pursuant to Section 2.7, second, to pay current interest to the extent not paid from other sources and, third, to the principal of the LoTSSM, subject to a minimum principal amount of $5 million to be repaid on any Repayment Date; provided that if the Company is obligated to sell Qualifying Capital Securities and make payments of principal on any outstanding securities in addition to the LoTSSM in respect thereof, then on any date and for any period such payments will be applied to the LoTSSM and those other securities having the same scheduled maturity date as the LoTSSM pro rata in accordance with their respective outstanding principal amounts and no such payments will be made to any other securities having a later scheduled maturity date until the principal of the LoTSSM has been paid in full. If the Company raises less than $5 million of net proceeds from the sale of Qualifying Capital Securities during the relevant 180-day or 90-day period, the Company will not be required to repay any LoTSSM on the applicable Repayment Date, but it will be required to repay a principal amount of the LoTSSM equal to those net proceeds from the sale of Qualifying Capital Securities on the next Interest Payment Date as of which the Company has raised at least $5 million of net proceeds from the sale of Qualifying Capital Securities. (vii) The Company will not amend the Replacement Capital Covenant or otherwise, and the Company is not required to issue securities other than pursuant to Section 2.02(a)(ii) above. (iv) Notwithstanding anything to the contrary in this Indenture, if the Company repays the Notes pursuant to this Section 2.02(a) or redeems the Notes pursuant to Section 2.02(g) when any Deferred Interest (including Additional Interest thereon) remains unpaid and at a time when the Alternative Payment Mechanism is otherwise applicable, the unpaid Deferred Interest (including Additional Interest thereon) may only be paid pursuant to the Alternative Payment Mechanism. (v) Any principal amount of Notes, together with accrued and unpaid Interest, shall be due and payable impose additional restrictions on the Final Maturity Date, regardless of the type or amount of Qualifying Capital Securities that the Company may include for purposes of determining when repayment, redemption or purchase of the LoTSSM or the Trust Preferred Securities is permitted, except with the consent of holders of a majority by liquidation amount of the Trust Preferred Securities or, if applicable, APM the LoTSSM have been distributed by the Trust to the holders of the Trust Preferred Securities, the Company shall have issued and sold a majority by that time. (vi) If any date fixed for redemption or repayment pursuant to this Section 2.02(a) is not a Business Day, then payment of the Redemption Price or repayment of the principal amount of the Notes due on that date shall be made on LoTSSM. Except as aforesaid, the next day that is a Business Day, Company may amend or supplement the Replacement Capital Covenant in accordance with its terms and without any interest the consent of the holders of the Trust Preferred Securities or other payment as a result of such delaythe LoTSSM.

Scheduled Maturity Date. (i) The Company is required to repay principal amount of, and all accrued and unpaid interest on, the Notes Outstanding Debentures shall be payable in full on October March 15, 2037 2037, or if such day is not a Business Day, the next Business Day (the “"Scheduled Maturity Date”"); provided that in the event the Company has delivered an Officers' Certificate to the Trustee pursuant to clause (vi) at their of this Section 2.1(d) in connection with the Scheduled Maturity Date, (A) the principal amount plus of Debentures payable on the Scheduled Maturity Date, if any, shall be the principal amount set forth in the notice of repayment accompanying such Officers' Certificate, (B) such specified principal amount of Debentures shall be repaid on the Scheduled Maturity Date pursuant to Article III, and (C) subject to clause (ii) of this Section 2.1(d), the remaining Debentures shall remain Outstanding and shall be payable on the immediately succeeding Quarterly Interest Payment Date or such earlier date on which they are redeemed pursuant to Section 2.1(o) or shall become due and payable pursuant to Section 502 of the Indenture or clause (iii) of this Section 2.1(d). The Outstanding Debentures shall be due and payable on the Scheduled Maturity Date except to the extent so specified in an Officers' Certificate delivered to the Trustee not more than 30 and not less than 10 Business Days immediately preceding the Scheduled Maturity Date. (ii) In the event the Company has delivered an Officers' Certificate to the Trustee pursuant to clause (vi) of this Section 2.1(d) in connection with any Quarterly Interest Payment Date, the principal amount of Debentures payable on such Quarterly Interest Payment Date shall be the principal amount set forth in the notice of repayment, if any, accompanying such Officers' Certificate, such principal amount of Debentures shall be repaid on such Quarterly Interest Payment Date pursuant to Article III, and the remaining Debentures shall remain Outstanding and shall be payable on the immediately succeeding Quarterly Interest Payment Date or such earlier date on which they are redeemed pursuant to Section 2.1(o) or shall become due and payable pursuant to Section 502 of the Indenture or clause (iii) of this Section 2.1(d). The Outstanding Debentures shall be due and payable on any Quarterly Interest Payment Date except to the extent so specified in an Officers' Certificate delivered to the Trustee not more than 30 and no less than 10 Business Days immediately preceding such Quarterly Interest Payment Date. (iii) Notwithstanding anything to the contrary set forth in this First Supplemental Indenture, the principal of, and all accrued and unpaid Interest only interest on, all Outstanding Debentures shall be due and payable on March 15, 2087, or if such day is not a Business Day, the following Business Day (the "Final Maturity Date"). (iv) Any repayment of principal and current interest on the Debentures pursuant to this Section 2.1(d) on any date prior to the extent Final Maturity Date shall not affect the Company's obligations under Section 2.1(h) with respect to the payment of deferred interest on the Debentures. For the purpose of clarity, it is possible that the Company may repay the principal and current interest on a Debenture pursuant to this Section 2.1(d) but still be obligated to pay deferred interest on the Debenture. For the purposes of the definition of "Outstanding" in the Indenture, a Debenture, as to which principal and current interest has been repaid, redeemed or otherwise satisfied by the Company, shall for all purposes of the Indenture and this First Supplemental Indenture, other than for purposes of Article XI of the Indenture and Section 2.1(d) and Article III of this First Supplemental Indenture, be deemed Outstanding so long as any deferred interest on such Debenture remains unpaid. (v) Until principal and current interest on all Outstanding Debentures are paid in full, the principal of all Outstanding Debentures is automatically accelerated as provided in Section 2.1(k) or a declaration of acceleration pursuant to Section 502 of the Indenture occurs, the Company shall use Commercially Reasonable Efforts, subject to a Market Disruption Event: (A) to raise sufficient Eligible Repayment Proceeds during a 180-day period ending on a date not more than 30 and not less than 10 Business Days prior to the date a Notice of Repayment is given pursuant to Section 3.03, the Company has raised sufficient net proceeds from the issuance of Qualifying Capital Securities Scheduled Maturity Date to permit repayment of the Notes principal and current interest on all Outstanding Debentures in full on the Scheduled Maturity Date in accordance with the Replacement Capital Covenant. If Date; and (B) if the Company is unable for any reason to raise sufficient net proceeds Eligible Repayment Proceeds to repay the Notes permit repayment in full of the principal amount of and current interest on all the Scheduled Maturity Date, the Company shall (A) repay the Notes Outstanding Debentures on the Scheduled Maturity Date or any subsequent Quarterly Interest Payment Date, to raise sufficient Eligible Repayment Proceeds to permit repayment of the principal and current interest on all Outstanding Debentures in part full on the next Quarterly Interest Payment Date pursuant to the extent clause (ii) of any net proceeds so raised and (B) continue to comply with this Section 2.02(a2.1(d). For the avoidance of doubt. (vi) The Company shall, a if it has not raised sufficient Eligible Repayment Date shall not constitute a Maturity for the purposes of Section 5.01(2) hereofProceeds in connection with any Repayment Date, unless the Company has given written notice deliver an Officers' Certificate to the Trustee fixing no more than 30 and no less than 10 Business Days in advance of such date for redemption and Repayment Date stating that the Company has determined amount of Eligible Repayment Proceeds, if any, raised pursuant to treat that date as a Maturityclause (v) above in connection with such Repayment Date. Each Officers' Certificate delivered pursuant to this clause (vi), in which case such date shall constitute a Maturity for the Notes specified in unless no principal amount of Debentures is to be repaid on the applicable Notice Repayment Date, shall be accompanied by a notice of repayment pursuant to Section 3.1 setting forth the principal amount of the Debentures to be repaid on such Repayment or Supplemental NoticeDate, as the case may be. (ii) The Company which amount shall use its Commercially Reasonable Efforts, subject be determined after giving effect to clause (viii) below, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during such 180-day period to permit repayment of the Outstanding Notes in full on the Scheduled Maturity Date. If the Company has not raised sufficient net proceeds pursuant to the preceding sentence to permit repayment of all principal and accrued and unpaid Interest on the Notes on the Scheduled Maturity Date, the unpaid amount shall remain outstanding from quarter to quarter and bear interest at Three-month LIBOR plus 4.177%, payable quarterly in arrears on each quarterly Interest Payment Date until repaid, and the Company shall use its Commercially Reasonable Efforts, subject to clause (viii) below, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during each 90-day period ending on each date Notice of Repayment is given, on the next Interest Payment Date, and on each Interest Payment Date thereafter, until all Notes Outstanding are repaid in full (the Scheduled Maturity Date and each such subsequent Interest Payment Date, a “Repayment Date”this Section 2.1(d). The Scheduled Maturity Obligations shall terminate on the earlier of (A) the Interest Payment Date on which the Company has redeemed the Notes in full in accordance with the Scheduled Maturity Obligations, (B) when the Notes are otherwise paid in full on the Final Maturity Date or (C) upon an Event of Default resulting in acceleration of the Notes pursuant to Section 5.02 hereof. Unless the Scheduled Maturity Obligations shall have terminated as aforesaid and except under the circumstances set forth in Section 2.02(a)(viii), the Company’s failure to use Commercially Reasonable Efforts to raise sufficient proceeds from the issuance of Qualifying Capital Securities to repay the Notes in full on a Repayment Date shall constitute a default under clause (2) of the definition of Enforcement Event in Section 5.03, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02 hereof. (iiivii) Under the Replacement Capital Covenant, the The Company may also repay the Notes on the Scheduled Maturity Date in an amount determined by reference to the net cash proceeds received shall be excused from certain issuances by the Company or its Subsidiaries of certain other securities specified in the Replacement Capital Covenant to Persons other than the Company or its Subsidiaries. To the extent the Company so repays Notes pursuant to this Section 2.02(a)(iii), its obligation to use Commercially Reasonable Efforts to sell Qualifying Capital Securities will be reduced by pursuant to clause (v) above if such Officers' Certificate further certifies that: (A) a Market Disruption Event was existing at any time during the amount repaid period commencing 180 days prior to the date of such Officers' Certificate or, in compliance with the Replacement Capital Covenant. For the avoidance case of doubt, the Company’s Subsidiaries are not required to issue any securities to enable the repayment of the Notes at Repayment Date after the Scheduled Maturity Date, whether pursuant the period commencing on the immediately preceding Quarterly Interest Payment Date and ending on the Business Day immediately preceding the date of such Officers' Certificate; and (B) either (1) the Market Disruption Event continued for the entire 180-day period or, in the case of any Repayment Date after the Scheduled Maturity Date, the period since the most recent Quarterly Interest Payment Date, as the case may be, or (2) the Market Disruption Event continued for only part of the relevant period, but the Company was unable after Commercially Reasonable Efforts to raise sufficient Eligible Repayment Proceeds during the rest of that period to permit repayment of the Debentures in full. (viii) Payments on the Debentures on any Repayment Date shall be applied, first, to the Replacement Capital Covenant or otherwiseextent permitted by Section 2.1(i), and to deferred interest to the Company is not required to issue securities other than extent of Eligible APM Proceeds raised pursuant to Section 2.02(a)(ii) above. (iv) Notwithstanding anything 2.1(i), second, to current interest and, third, to the contrary in this Indenture, if the Company repays the Notes pursuant to this Section 2.02(a) or redeems the Notes pursuant to Section 2.02(g) when any Deferred Interest (including Additional Interest thereon) remains unpaid and at a time when the Alternative Payment Mechanism is otherwise applicable, the unpaid Deferred Interest (including Additional Interest thereon) may only be paid pursuant to the Alternative Payment Mechanism. (v) Any principal amount of Notes, together with accrued and unpaid Interest, shall be due and payable on the Final Maturity Date, regardless of the amount of Qualifying Capital Securities or, if applicable, APM Securities, the Company shall have issued and sold by that time. (vi) If any date fixed for redemption or repayment pursuant to this Section 2.02(a) is not a Business Day, then payment of the Redemption Price or repayment of the principal of Debentures; provided that if the Company is obligated to sell Qualifying Capital Securities and repay any outstanding pari passu securities in addition to the Debentures, then on any date and for any period such payments shall be applied to the Debentures and those other pari passu securities having the same scheduled maturity date as the Debentures pro rata in accordance with their respective outstanding principal amounts and none of such payments shall be applied to any other pari passu securities having a later scheduled maturity date until the principal of and all accrued and unpaid interest on the Debentures has been paid in full, except to the extent permitted by clause (vii) of Section 2.1(g) and the first sentence of Section 2.1(h). If the Company has raised less than $5,000,000 of Eligible Repayment Proceeds during the relevant 180-day or three-month period, the Company will not be required to repay any Debentures on the relevant Repayment Date, but it will repay the applicable principal amount of the Notes due on that date shall be made Debentures on the next day that is a Business Day, without any interest or other payment Quarterly Interest Payment Date as a result of such delaywhich the Company has raised at least $5,000,000 of Eligible Repayment Proceeds.

Scheduled Maturity Date. (i) The Company is required to repay principal amount of, and all accrued and unpaid interest on, the Notes Debentures shall be payable in full on October 15, 2037 2038 or, if such day is not a Business Day, the following Business Day and interest will continue to accrue during such postponement (the “Scheduled Maturity Date”); provided, however, that in the event the Company has delivered an Officers’ Certificate to the Trustee pursuant to clause (v) at their of this Section 2.02(a) in connection with the Scheduled Maturity Date, (x) the principal amount plus accrued of Debentures payable on the Scheduled Maturity Date, if any, shall be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, (y) such principal amount of Debentures shall be repaid on the Scheduled Maturity Date pursuant to Article 5 hereof, and unpaid (z) subject to clause (ii) of this Section 2.02(a), the remaining Debentures shall remain Outstanding and shall be payable on the immediately succeeding Quarterly Interest only Payment Date or such earlier date on which they are redeemed pursuant to Article 4 hereof, become due and payable pursuant to Section 502 of the Indenture or on the Final Maturity Date; and provided further, that any deferred interest on the Debentures (including Additional Interest) shall be paid in accordance with Section 2.06. (ii) In the event the Company has delivered an Officers’ Certificate to the extent that Trustee pursuant to clause (v) of this Section 2.02(a) in connection with any Quarterly Interest Payment Date, the principal amount of the Debentures repayable on such Quarterly Interest Payment Date shall be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, and shall be repaid on such Quarterly Interest Payment Date pursuant to Article 5 hereof, and the remaining Debentures shall remain Outstanding and shall be payable on the immediately succeeding Quarterly Interest Payment Date or such earlier date on which they are redeemed pursuant to Article 4 hereof, become due and payable pursuant to Section 502 of the Indenture or on the Final Maturity Date. (iii) The obligation of the Company to repay the Debentures pursuant to this Section 2.02(a) on any date prior to the Final Maturity Date shall be subject to its obligations under Article Twelve of the Indenture to the holders of Senior Indebtedness. (iv) Until the Debentures are paid in full: (A) the Company shall use Commercially Reasonable Efforts, subject to the occurrence and continuance of a Market Disruption Event, to raise sufficient net cash proceeds from the issuance of Qualifying Replacement Securities during a 180-day period ending on the date a Notice of Repayment is given pursuant to Section 3.03, on which the Company has raised sufficient net proceeds from delivers the issuance Officers’ Certificate required by the first sentence of Qualifying Capital Securities clause (v) of this Section 2.02(a) and/or Section 5.01 (not more than 15 and not less than 10 Business Days prior to the Scheduled Maturity Date) to permit repayment in full of the Notes outstanding principal amount of and accrued and unpaid interest (other than any deferred interest (including Additional Interest), which shall be paid only in full accordance with Section 2.06) on the Debentures on the Scheduled Maturity Date in accordance with the Replacement Capital Covenant. If pursuant to clause (i) of this Section 2.02(a); and (B) if the Company is unable for any reason to raise sufficient net cash proceeds from the issuance of Qualifying Replacement Securities to repay permit repayment in full of the Notes Debentures on the Scheduled Maturity Date or any subsequent Quarterly Interest Payment Date, the Company shall use Commercially Reasonable Efforts, subject to the occurrence and continuance of a Market Disruption Event, to raise sufficient net cash proceeds from the issuance of Qualifying Replacement Securities during a 90-day period ending on the date on which the Company delivers the Officers’ Certificate required by the first sentence of clause (v) of this Section 2.02(a) and/or Section 5.01 (not more than 15 and not less than 10 Business Days prior to the following Quarterly Interest Payment Date) to permit repayment in full of the outstanding principal amount of and accrued and unpaid interest (other than any deferred interest (including Additional Interest), which shall be paid only in accordance with Section 2.06) on the Debentures in full on such following Quarterly Interest Payment Date pursuant to clause (i)(z) of this Section 2.02(a); and (C) the Company shall apply any net cash proceeds from the issuance of Qualifying Replacement Securities to the repayment of the Debentures as provided in clause (vi) of this Section 2.02(a). (v) The Company shall, if it has not received sufficient net cash proceeds from the issuance of Qualifying Replacement Securities pursuant to clause (iv) above in connection with any Repayment Date, deliver an Officers’ Certificate to the Trustee no more than 15 and no less than 10 Business Days in advance of such Repayment Date stating the amount of net cash proceeds, if any, received pursuant to clause (iv) above in connection with such Repayment Date. The Company shall be excused from its obligation to sell Qualifying Replacement Securities pursuant to clause (iv) above if it delivers an Officers’ Certificate to the Trustee no more than 15 and no less than 10 Business Days in advance of such Repayment Date certifying that: (A) a Market Disruption Event was existing and continuing during the entire 180-day period preceding the date of such Officers’ Certificate or, in the case of any Repayment Date after the Scheduled Maturity Date, the Company shall (A) repay entire 90-day period preceding the Notes on the Scheduled Maturity Date in part to the extent date of any net proceeds so raised and such Officers’ Certificate; or (B) continue to comply with this Section 2.02(a). For the avoidance of doubt, a Repayment Date shall not constitute a Maturity for the purposes of Section 5.01(2) hereof, unless the Company has given written notice to the Trustee fixing such date for redemption and stating that the Company has determined to treat that date as a Maturity, in which case such date shall constitute a Maturity for the Notes specified in the applicable Notice of Repayment or Supplemental Notice, as the case may be. (ii) The Company shall use its was unable after Commercially Reasonable Efforts, subject to clause (viii) below, Efforts to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during such 180-day period or 90-day period preceding the date of such Officers’ Certificate to permit repayment of the Outstanding Notes Debentures in full full. Each Officers’ Certificate delivered pursuant to the first sentence of this clause (v), unless no principal amount of Debentures is to be repaid on the Scheduled Maturity applicable Repayment Date, shall be accompanied by a notice of repayment pursuant to Section 5.01 (which shall be the notice of repayment required to be given to the Holders of the Debentures under Section 5.03) setting forth the principal amount of the Debentures to be repaid on such Repayment Date, if any, which amount shall be determined after giving effect to clause (vi) of this Section 2.02(a). (vi) Net cash proceeds of the issuance of any Qualifying Replacement Securities shall be applied to repayment of the Debentures on any Repayment Date in the following order of priority: first, to pay deferred interest (including Additional Interest) to the extent of Eligible Proceeds received pursuant to Section 2.06; second, to pay current interest to the extent not paid from other sources and; third, to repay the Outstanding principal of the Debentures; provided that if the Company is obligated to sell Qualifying Replacement Securities and apply the net proceeds to payments of principal of or interest on any outstanding securities other than the Debentures then (i) on any date and for any period the amount of net proceeds received by the Company from those sales and available for such payments shall be applied to the Debentures and such other outstanding securities having the same scheduled maturity date as the Debentures, pro rata in accordance with their respective Outstanding principal amounts and (ii) none of such net proceeds shall be applied to any other securities having a later scheduled maturity date than the Debentures until the principal of the Debentures shall have been paid in full. If the Company has not raised sufficient net proceeds pursuant to raises less than $5 million (or, if less than $5 million principal amount of Debentures remains Outstanding, an amount less than the preceding sentence to permit repayment remaining principal amount of all principal and accrued and unpaid Interest on the Notes on the Scheduled Maturity Date, the unpaid amount shall remain outstanding from quarter to quarter and bear interest at Three-month LIBOR plus 4.177%, payable quarterly in arrears on each quarterly Interest Payment Date until repaid, and the Company shall use its Commercially Reasonable Efforts, subject to clause (viiisuch remaining Outstanding Debentures) below, to raise sufficient of net proceeds from the issuance sale of Qualifying Capital Replacement Securities during each the relevant 180-day or 90-day period ending on each date Notice of Repayment is given, on the next Interest Payment Date, and on each Interest Payment Date thereafter, until all Notes Outstanding are repaid in full (the Scheduled Maturity Date and each such subsequent Interest Payment Date, a “Repayment Date”). The Scheduled Maturity Obligations shall terminate on the earlier of (A) the Interest Payment Date on which the Company has redeemed the Notes in full in accordance with the Scheduled Maturity Obligations, (B) when the Notes are otherwise paid in full on the Final Maturity Date or (C) upon an Event of Default resulting in acceleration of the Notes pursuant to Section 5.02 hereof. Unless the Scheduled Maturity Obligations shall have terminated as aforesaid and except under the circumstances set forth in Section 2.02(a)(viii), the Company’s failure to use Commercially Reasonable Efforts to raise sufficient proceeds from the issuance of Qualifying Capital Securities to repay the Notes in full on a Repayment Date shall constitute a default under clause (2) of the definition of Enforcement Event in Section 5.03, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02 hereof. (iii) Under the Replacement Capital Covenantperiod, the Company may also will not be required to repay the Notes any Debentures on the Scheduled Maturity Date in or the next Quarterly Interest Payment Date, as applicable, but must use those net proceeds to repay the Debentures on the next Quarterly Interest Payment Date to the extent the Company has raised at least $5 million (or, if less than $5 million principal amount of Debentures remains Outstanding, an amount determined by reference equal to the remaining Outstanding Debentures) of net proceeds. If the net proceeds allocable to repay the principal of the Debentures shall not be divisible by the authorized denominations of the Debentures into a whole number, the net proceeds so allocable shall be deemed to be equal to the next lower amount divisible by such authorized denominations into a whole number. The Company shall deliver to the Trustee, no later than one Business Day prior to a Repayment Date with respect to which the Company has received net cash proceeds received from certain issuances by of the issuance of Qualifying Replacement Securities, an Officers’ Certificate setting forth the manner in which such net cash proceeds are to be applied in accordance with this Section 2.02(a)(vi). (vii) The Company or its Subsidiaries of certain other securities specified in shall not amend the Replacement Capital Covenant to Persons other than impose additional restrictions on the type or amount of Qualifying Replacement Securities that the Company may include for purposes of determining whether or its Subsidiariesto what extent repayment, redemption or purchase of the Debentures is permitted, except with the consent of Holders of at least a majority in aggregate Outstanding principal amount of the Debentures. To the extent Except as aforesaid, the Company so repays Notes pursuant to this Section 2.02(a)(iii), its obligation to use Commercially Reasonable Efforts to sell Qualifying Capital Securities will be reduced by the amount repaid in compliance with the Replacement Capital Covenant. For the avoidance of doubt, the Company’s Subsidiaries are not required to issue any securities to enable the repayment of the Notes at the Scheduled Maturity Date, whether pursuant to may amend or supplement the Replacement Capital Covenant or otherwise, in accordance with its terms and without the Company is not required to issue securities other than pursuant to Section 2.02(a)(ii) above. (iv) Notwithstanding anything to the contrary in this Indenture, if the Company repays the Notes pursuant to this Section 2.02(a) or redeems the Notes pursuant to Section 2.02(g) when any Deferred Interest (including Additional Interest thereon) remains unpaid and at a time when the Alternative Payment Mechanism is otherwise applicable, the unpaid Deferred Interest (including Additional Interest thereon) may only be paid pursuant to the Alternative Payment Mechanism. (v) Any principal amount of Notes, together with accrued and unpaid Interest, shall be due and payable on the Final Maturity Date, regardless consent of the amount of Qualifying Capital Securities or, if applicable, APM Securities, the Company shall have issued and sold by that time. (vi) If any date fixed for redemption or repayment pursuant to this Section 2.02(a) is not a Business Day, then payment Holders of the Redemption Price or repayment of the principal amount of the Notes due on that date shall be made on the next day that is a Business Day, without any interest or other payment as a result of such delayDebentures.

Scheduled Maturity Date. (i) The Company is required to repay principal amount of, and all accrued and unpaid interest on, the Notes JSNs shall be payable in full on October December 15, 2037 2036 or, if such day is not a Business Day, the following Business Day (the “Scheduled Maturity Date”); provided, however, that in the event the Company has delivered an Officers’ Certificate to the Trustee pursuant to clause (v) at their of this Section 2.2(a) in connection with the Scheduled Maturity Date, (x) the principal amount plus accrued of JSNs payable on the Scheduled Maturity Date, if any, shall be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, (y) such principal amount of JSNs shall be repaid on the Scheduled Maturity Date pursuant to Article III, and unpaid (z) subject to clause (ii) of this Section 2.2(a), the remaining JSNs shall remain outstanding and shall be payable on the immediately succeeding Monthly Interest only Payment Date or such earlier date on which they are redeemed pursuant to Section 2.8 or shall become due and payable pursuant to Section 5.2 of the Indenture. The entire principal amount of the JSNs outstanding shall be due and payable on the Scheduled Maturity Date in the event the Company does not deliver an Officers’ Certificate to the extent that Trustee on or prior to the 10th Business Day immediately preceding the Scheduled Maturity Date. (ii) In the event the Company has delivered an Officers’ Certificate to the Trustee pursuant to clause (v) of this Section 2.2(a) in connection with any Monthly Interest Payment Date, the principal amount of JSNs repayable on such Monthly Interest Payment Date shall be the principal amount set forth in the notice of repayment, if any, accompanying such Officers’ Certificate, and shall be repaid on such Monthly Interest Payment Date pursuant to Article III, and the remaining JSNs shall remain outstanding and shall be payable on the immediately succeeding Monthly Interest Payment Date or such earlier date on which they are redeemed pursuant to Section 2.8 or shall become due and payable pursuant to Section 5.2 of the Indenture. The entire principal amount of the JSNs outstanding shall be due and payable on any Monthly Interest Payment Date in the event the Company does not deliver an Officers’ Certificate to the Trustee on or prior to the 10th Business Day immediately preceding such Monthly Interest Payment Date. (iii) The obligation of the Company to repay the JSNs pursuant to this Section 2.2(a) on any date prior to the Final Repayment Date shall be subject to (x) its obligations under Article XIII of the Indenture to the holders of Senior Debt and (y) its obligations under Section 2.5 with respect to the payment of deferred interest on the JSNs. (iv) Until the JSNs are paid in full, the Company shall use Commercially Reasonable Efforts, subject to a Market Disruption Event: (A) to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during a 180-day period ending on the date a Notice date, not more than 15 and not less than 10 Business Days prior to the Scheduled Maturity Date, on which the Company delivers the notice required by clause (v) of Repayment is given this Section 2.2(a) and Section 3.1, to permit repayment of the JSNs in full on the Scheduled Maturity Date pursuant to clause (i) of this Section 3.03, 2.2(a); and (B) if the Company has raised is unable for any reason to raise sufficient net proceeds from the issuance of Qualifying Capital Securities to permit repayment in full of the Notes in full JSNs on the Scheduled Maturity Date in accordance with the Replacement Capital Covenant. If the Company is unable for or any reason to raise sufficient net proceeds to repay the Notes in full on the Scheduled Maturity subsequent Monthly Interest Payment Date, the Company shall (A) repay the Notes on the Scheduled Maturity Date in part to the extent of any net proceeds so raised and (B) continue to comply with this Section 2.02(a). For the avoidance of doubt, a Repayment Date shall not constitute a Maturity for the purposes of Section 5.01(2) hereof, unless the Company has given written notice to the Trustee fixing such date for redemption and stating that the Company has determined to treat that date as a Maturity, in which case such date shall constitute a Maturity for the Notes specified in the applicable Notice of Repayment or Supplemental Notice, as the case may be. (ii) The Company shall use its Commercially Reasonable Efforts, subject to clause (viii) below, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during such 180a 30-day period ending on the date, not more than 15 and not less than 10 Business Days prior to the following Monthly Interest Payment Date, on which the Company delivers the notice required by clause (v) of this Section 2.2(a) and Section 3.1, to permit repayment of the Outstanding Notes JSNs in full on the Scheduled Maturity Date. If the Company has not raised sufficient net proceeds pursuant to the preceding sentence to permit repayment of all principal and accrued and unpaid Interest on the Notes on the Scheduled Maturity Date, the unpaid amount shall remain outstanding from quarter to quarter and bear interest at Three-month LIBOR plus 4.177%, payable quarterly in arrears on each quarterly such following Monthly Interest Payment Date until repaid, pursuant to clause (i)(z) of this Section 2.2(a); and the Company shall use its Commercially Reasonable Efforts, subject apply any such net proceeds to the repayment of the JSNs as provided in clause (viiivi) belowof this Section 2.2(a). (v) The Company shall, to raise if it has not raised sufficient net proceeds from the issuance of Qualifying Capital Securities during each 90-day period ending on each date Notice of pursuant to clause (iv) above in connection with any Repayment is given, on the next Interest Payment Date, deliver an Officers’ Certificate to the Trustee (which the Trustee will promptly forward upon receipt to the Property Trustee, who shall forward such certificate to each holder of record of Trust Preferred Securities) no more than 15 and on each Interest Payment no less than 10 Business Days in advance of such Repayment Date thereafterstating the amount of net proceeds, until all Notes Outstanding are repaid if any, raised pursuant to clause (iv) above in full (the Scheduled Maturity Date and each connection with such subsequent Interest Payment Date, a “Repayment Date”). The Scheduled Maturity Obligations Company shall terminate on the earlier of (A) the Interest Payment Date on which the Company has redeemed the Notes in full in accordance with the Scheduled Maturity Obligations, (B) when the Notes are otherwise paid in full on the Final Maturity Date or (C) upon an Event of Default resulting in acceleration of the Notes pursuant to Section 5.02 hereof. Unless the Scheduled Maturity Obligations shall have terminated as aforesaid and except under the circumstances set forth in Section 2.02(a)(viii), the Company’s failure to use Commercially Reasonable Efforts to raise sufficient proceeds be excused from the issuance of Qualifying Capital Securities to repay the Notes in full on a Repayment Date shall constitute a default under clause (2) of the definition of Enforcement Event in Section 5.03, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02 hereof. (iii) Under the Replacement Capital Covenant, the Company may also repay the Notes on the Scheduled Maturity Date in an amount determined by reference to the net cash proceeds received from certain issuances by the Company or its Subsidiaries of certain other securities specified in the Replacement Capital Covenant to Persons other than the Company or its Subsidiaries. To the extent the Company so repays Notes pursuant to this Section 2.02(a)(iii), its obligation to use Commercially Reasonable Efforts to sell Qualifying Capital Securities will be reduced by pursuant to clause (iv) above if such Officers’ Certificate further certifies that: (A) a Market Disruption Event was existing during the amount repaid 180-day period preceding the date of such Officers’ Certificate or, in compliance with the Replacement Capital Covenant. For the avoidance case of doubt, the Company’s Subsidiaries are not required to issue any securities to enable the repayment of the Notes at Repayment Date after the Scheduled Maturity Date, whether the 30-day period preceding the date of such Officers’ Certificate; and (B) either (1) the Market Disruption Event continued for the entire 180-day period or 30-day period, as the case may be, or (2) the Market Disruption Event continued for only part of the period, but the Company was unable after Commercially Reasonable Efforts to raise sufficient net proceeds during the rest of that period to permit repayment of the JSNs in full. Each Officers’ Certificate delivered pursuant to this clause (v), unless no principal amount of JSNs is to be repaid on the applicable Repayment Date, shall be accompanied by a notice of repayment pursuant to Section 3.1 setting forth the principal amount of the JSNs to be repaid on such Repayment Date, if any, which amount shall be determined after giving effect to clause (vi) of this Section 2.2(a). (vi) Net proceeds of the issuance of any Qualifying Capital Securities that the Company is permitted to apply to repayment of the JSNs on any Repayment Date will be applied, first, to pay deferred interest to the extent of Eligible Proceeds raised pursuant to Section 2.7, second, to pay current interest to the extent not paid from other sources and, third, to repay the principal of JSNs, subject to a minimum principal amount of $5 million to be repaid on any Repayment Date; provided that if the Company is obligated to sell Qualifying Capital Securities and apply the net proceeds to payments of principal of or interest on any outstanding securities in addition to the JSNs, then on any date and for any period the amount of net proceeds received by the Company from those sales and available for such payments shall be applied to the JSNs and those other securities having the same scheduled maturity date as the JSNs pro rata in accordance with their respective outstanding principal amounts and none of such net proceeds shall be applied to any other securities having a later scheduled maturity date until the principal of and all accrued and unpaid interest on the JSNs has been paid in full. If the Company raises less than $5 million of proceeds from the sale of Qualifying Capital Securities during the relevant 180-day or 30-day period, the Company will not be required to repay any JSNs on the Scheduled Maturity Date or the next Monthly Interest Payment Date, as applicable, but will use those net proceeds to repay the JSNs on the next Monthly Interest Payment Date as of which the Company has raised at least $5 million of net proceeds. (vii) The Company shall not amend the Replacement Capital Covenant or otherwise, and the Company is not required to issue securities other than pursuant to Section 2.02(a)(ii) above. (iv) Notwithstanding anything to the contrary in this Indenture, if the Company repays the Notes pursuant to this Section 2.02(a) or redeems the Notes pursuant to Section 2.02(g) when any Deferred Interest (including Additional Interest thereon) remains unpaid and at a time when the Alternative Payment Mechanism is otherwise applicable, the unpaid Deferred Interest (including Additional Interest thereon) may only be paid pursuant to the Alternative Payment Mechanism. (v) Any principal amount of Notes, together with accrued and unpaid Interest, shall be due and payable impose additional restrictions on the Final Maturity Date, regardless of the type or amount of Qualifying Capital Securities that the Company may include for purposes of determining when repayment, redemption or purchase of the JSNs or the Trust Preferred Securities is permitted, except with the consent of holders of a majority by liquidation amount of the Trust Preferred Securities or, if applicable, APM the JSNs have been distributed by the Trust to the holders of the Trust Preferred Securities, the Company shall have issued and sold a majority by that time. (vi) If any date fixed for redemption or repayment pursuant to this Section 2.02(a) is not a Business Day, then payment of the Redemption Price or repayment of the principal amount of the Notes due on that date shall be made on JSNs. Except as aforesaid, the next day that is a Business Day, Company may amend or supplement the Replacement Capital Covenant in accordance with its terms and without any interest the consent of the holders of the Trust Preferred Securities or other payment as a result of such delaythe JSNs.

Scheduled Maturity Date. (i) The Company is required to repay principal amount of, and all accrued and unpaid interest on, the Notes Outstanding Debentures shall be payable in full on October March 15, 2037 2037, or if such day is not a Business Day, the next Business Day (the “"Scheduled Maturity Date”"); provided that in the event the Company has delivered an Officers' Certificate to the Trustee pursuant to clause (vi) at their of this Section 2.1(d) in connection with the Scheduled Maturity Date, (A) the principal amount plus of Debentures payable on the Scheduled Maturity Date, if any, shall be the principal amount set forth in the notice of repayment accompanying such Officers' Certificate, (B) such specified principal amount of Debentures shall be repaid on the Scheduled Maturity Date pursuant to Article III, and (C) subject to clause (ii) of this Section 2.1(d), the remaining Debentures shall remain Outstanding and shall be payable on the immediately succeeding Quarterly Interest Payment Date or such earlier date on which they are redeemed pursuant to Section 2.1(o) or shall become due and payable pursuant to Section 502 of the Indenture or clause (iii) of this Section 2.1(d). The Outstanding Debentures shall be due and payable on the Scheduled Maturity Date except to the extent so specified in an Officers' Certificate delivered to the Trustee not more than 30 and not less than 10 Business Days immediately preceding the Scheduled Maturity Date. (ii) In the event the Company has delivered an Officers' Certificate to the Trustee pursuant to clause (vi) of this Section 2.1(d) in connection with any Quarterly Interest Payment Date, the principal amount of Debentures payable on such Quarterly Interest Payment Date shall be the principal amount set forth in the notice of repayment, if any, accompanying such Officers' Certificate, such principal amount of Debentures shall be repaid on such Quarterly Interest Payment Date pursuant to Article III, and the remaining Debentures shall remain Outstanding and shall be payable on the immediately succeeding Quarterly Interest Payment Date or such earlier date on which they are redeemed pursuant to Section 2.1(o) or shall become due and payable pursuant to Section 502 of the Indenture or clause (iii) of this Section 2.1(d). The Outstanding Debentures shall be due and payable on any Quarterly Interest Payment Date except to the extent so specified in an Officers' Certificate delivered to the Trustee not more than 30 and no less than 10 Business Days immediately preceding such Quarterly Interest Payment Date. (iii) Notwithstanding anything to the contrary set forth in this Second Supplemental Indenture, the principal of, and all accrued and unpaid Interest only interest on, all Outstanding Debentures shall be due and payable on March 15, 2067, or if such day is not a Business Day, the following Business Day (the "Final Maturity Date"). (iv) Any repayment of principal and current interest on the Debentures pursuant to this Section 2.1(d) on any date prior to the extent Final Maturity Date shall not affect the Company's obligations under Section 2.1(h) with respect to the payment of deferred interest on the Debentures. For the purpose of clarity, it is possible that the Company may repay the principal and current interest on a Debenture pursuant to this Section 2.1(d) but still be obligated to pay deferred interest on the Debenture. For the purposes of the definition of "Outstanding" in the Indenture, a Debenture, as to which principal and current interest has been repaid, redeemed or otherwise satisfied by the Company, shall for all purposes of the Indenture and this Second Supplemental Indenture, other than for purposes of Article XI of the Indenture and Section 2.1(d) and Article III of this Second Supplemental Indenture, be deemed Outstanding so long as any deferred interest on such Debenture remains unpaid. (v) Until principal and current interest on all Outstanding Debentures are paid in full, the principal of all Outstanding Debentures is automatically accelerated as provided in Section 2.1(k) or a declaration of acceleration pursuant to Section 502 of the Indenture occurs, the Company shall use Commercially Reasonable Efforts, subject to a Market Disruption Event: (A) to raise sufficient Eligible Repayment Proceeds during a 180-day period ending on a date not more than 30 and not less than 10 Business Days prior to the date a Notice of Repayment is given pursuant to Section 3.03, the Company has raised sufficient net proceeds from the issuance of Qualifying Capital Securities Scheduled Maturity Date to permit repayment of the Notes principal and current interest on all Outstanding Debentures in full on the Scheduled Maturity Date in accordance with the Replacement Capital Covenant. If Date; and (B) if the Company is unable for any reason to raise sufficient net proceeds Eligible Repayment Proceeds to repay the Notes permit repayment in full of the principal amount of and current interest on all the Scheduled Maturity Date, the Company shall (A) repay the Notes Outstanding Debentures on the Scheduled Maturity Date or any subsequent Quarterly Interest Payment Date, to raise sufficient Eligible Repayment Proceeds to permit repayment of the principal and current interest on all Outstanding Debentures in part full on the next Quarterly Interest Payment Date pursuant to the extent clause (ii) of any net proceeds so raised and (B) continue to comply with this Section 2.02(a2.1(d). For the avoidance of doubt. (vi) The Company shall, a if it has not raised sufficient Eligible Repayment Date shall not constitute a Maturity for the purposes of Section 5.01(2) hereofProceeds in connection with any Repayment Date, unless the Company has given written notice deliver an Officers' Certificate to the Trustee fixing no more than 30 and no less than 10 Business Days in advance of such date for redemption and Repayment Date stating that the Company has determined amount of Eligible Repayment Proceeds, if any, raised pursuant to treat that date as a Maturityclause (v) above in connection with such Repayment Date. Each Officers' Certificate delivered pursuant to this clause (vi), in which case such date shall constitute a Maturity for the Notes specified in unless no principal amount of Debentures is to be repaid on the applicable Notice Repayment Date, shall be accompanied by a notice of repayment pursuant to Section 3.1 setting forth the principal amount of the Debentures to be repaid on such Repayment or Supplemental NoticeDate, as the case may be. (ii) The Company which amount shall use its Commercially Reasonable Efforts, subject be determined after giving effect to clause (viii) below, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during such 180-day period to permit repayment of the Outstanding Notes in full on the Scheduled Maturity Date. If the Company has not raised sufficient net proceeds pursuant to the preceding sentence to permit repayment of all principal and accrued and unpaid Interest on the Notes on the Scheduled Maturity Date, the unpaid amount shall remain outstanding from quarter to quarter and bear interest at Three-month LIBOR plus 4.177%, payable quarterly in arrears on each quarterly Interest Payment Date until repaid, and the Company shall use its Commercially Reasonable Efforts, subject to clause (viii) below, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities during each 90-day period ending on each date Notice of Repayment is given, on the next Interest Payment Date, and on each Interest Payment Date thereafter, until all Notes Outstanding are repaid in full (the Scheduled Maturity Date and each such subsequent Interest Payment Date, a “Repayment Date”this Section 2.1(d). The Scheduled Maturity Obligations shall terminate on the earlier of (A) the Interest Payment Date on which the Company has redeemed the Notes in full in accordance with the Scheduled Maturity Obligations, (B) when the Notes are otherwise paid in full on the Final Maturity Date or (C) upon an Event of Default resulting in acceleration of the Notes pursuant to Section 5.02 hereof. Unless the Scheduled Maturity Obligations shall have terminated as aforesaid and except under the circumstances set forth in Section 2.02(a)(viii), the Company’s failure to use Commercially Reasonable Efforts to raise sufficient proceeds from the issuance of Qualifying Capital Securities to repay the Notes in full on a Repayment Date shall constitute a default under clause (2) of the definition of Enforcement Event in Section 5.03, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02 hereof. (iiivii) Under the Replacement Capital Covenant, the The Company may also repay the Notes on the Scheduled Maturity Date in an amount determined by reference to the net cash proceeds received shall be excused from certain issuances by the Company or its Subsidiaries of certain other securities specified in the Replacement Capital Covenant to Persons other than the Company or its Subsidiaries. To the extent the Company so repays Notes pursuant to this Section 2.02(a)(iii), its obligation to use Commercially Reasonable Efforts to sell Qualifying Capital Securities will be reduced by pursuant to clause (v) above if such Officers' Certificate further certifies that: (A) a Market Disruption Event was existing at any time during the amount repaid period commencing 180 days prior to the date of such Officers' Certificate or, in compliance with the Replacement Capital Covenant. For the avoidance case of doubt, the Company’s Subsidiaries are not required to issue any securities to enable the repayment of the Notes at Repayment Date after the Scheduled Maturity Date, whether pursuant the period commencing on the immediately preceding Quarterly Interest Payment Date and ending on the Business Day immediately preceding the date of such Officers' Certificate; and (B) either (1) the Market Disruption Event continued for the entire 180-day period or, in the case of any Repayment Date after the Scheduled Maturity Date, the period since the most recent Quarterly Interest Payment Date, as the case may be, or (2) the Market Disruption Event continued for only part of the relevant period, but the Company was unable after Commercially Reasonable Efforts to raise sufficient Eligible Repayment Proceeds during the rest of that period to permit repayment of the Debentures in full. (viii) Payments on the Debentures on any Repayment Date shall be applied, first, to the Replacement Capital Covenant or otherwiseextent permitted by Section 2.1(i), and to deferred interest to the Company is not required to issue securities other than extent of Eligible APM Proceeds raised pursuant to Section 2.02(a)(ii) above. (iv) Notwithstanding anything 2.1(i), second, to current interest and, third, to the contrary in this Indenture, if the Company repays the Notes pursuant to this Section 2.02(a) or redeems the Notes pursuant to Section 2.02(g) when any Deferred Interest (including Additional Interest thereon) remains unpaid and at a time when the Alternative Payment Mechanism is otherwise applicable, the unpaid Deferred Interest (including Additional Interest thereon) may only be paid pursuant to the Alternative Payment Mechanism. (v) Any principal amount of Notes, together with accrued and unpaid Interest, shall be due and payable on the Final Maturity Date, regardless of the amount of Qualifying Capital Securities or, if applicable, APM Securities, the Company shall have issued and sold by that time. (vi) If any date fixed for redemption or repayment pursuant to this Section 2.02(a) is not a Business Day, then payment of the Redemption Price or repayment of the principal of Debentures; provided that if the Company is obligated to sell Qualifying Capital Securities and repay any outstanding pari passu securities in addition to the Debentures, then on any date and for any period such payments shall be applied to the Debentures and those other pari passu securities having the same scheduled maturity date as the Debentures pro rata in accordance with their respective outstanding principal amounts and none of such payments shall be applied to any other pari passu securities having a later scheduled maturity date until the principal of and all accrued and unpaid interest on the Debentures has been paid in full, except to the extent permitted by clause (vii) of Section 2.1(g) and the first sentence of Section 2.1(h). If the Company has raised less than $5,000,000 of Eligible Repayment Proceeds during the relevant 180-day or three-month period, the Company will not be required to repay any Debentures on the relevant Repayment Date, but it will repay the applicable principal amount of the Notes due on that date shall be made Debentures on the next day that is a Business Day, without any interest or other payment Quarterly Interest Payment Date as a result of such delaywhich the Company has raised at least $5,000,000 of Eligible Repayment Proceeds.

Scheduled Maturity Date. (i) The principal amount of, and all accrued and unpaid interest on, the ICONs shall be payable in full on November 15, 2036, or, if such a day is not a Business Day, the following Business Day (the "Scheduled Maturity Date"); provided that in the event the Company has delivered an Officers' Certificate to the Trustee pursuant to clause (vii) of this Section 2.1(d) in connection with the Scheduled Maturity Date, (A) the principal amount of ICONs payable on the Scheduled Maturity Date, if any, shall be the principal amount set forth in the notice of repayment accompanying such Officers' Certificate, (B) such principal amount of ICONs shall be repaid on the Scheduled Maturity Date pursuant to Article III, and (C) subject to clause (ii) of this Section 2.1(d), the remaining ICONs shall remain outstanding and shall be payable on the immediately succeeding Monthly Interest Payment Date or such earlier date on which they are redeemed pursuant to Section 2.1(k) or shall become due and payable pursuant to Section 5.2 of the Indenture. (ii) In the event the Company has delivered an Officers' Certificate to the Trustee pursuant to clause (vii) of this Section 2.1(d) in connection with any Monthly Interest Payment Date, the principal amount of ICONs payable on such Monthly Interest Payment Date shall be the principal amount set forth in the notice of repayment, if any, accompanying such Officers' Certificate, such ICONs shall be repaid on such Monthly Interest Payment Date pursuant to Article III, and the remaining ICONs shall remain outstanding and shall be payable on the immediately succeeding Monthly Interest Payment Date or such earlier date on which they are redeemed pursuant to Section 2.1(k) or shall become due and payable pursuant to Section 5.2 of the Indenture. (iii) If not earlier paid pursuant to clause (i) or (ii) of this Section 2.1(d) or redeemed, the principal of, and all accrued and unpaid interest on, all outstanding ICONs, shall be due and payable on November 15, 2066, or if such a day is required not a Business Day, the following Business Day (the "Final Maturity Date"). (iv) The obligation of the Company to repay the Notes ICONs pursuant to this Section 2.1(d) on October 15, 2037 (the “Scheduled Maturity Date”) at their principal amount plus accrued and unpaid Interest only any date prior to the extent that Final Maturity Date shall be subject to (A) its obligations under Article XIII of the Indenture to the holders of Senior Indebtedness and (B) its obligations under Section 2.1(h) with respect to the payment of Deferred Interest (including Additional Interest thereon) on the ICONs. (v) Until the ICONs are paid in full, the Company shall use its "commercially reasonable efforts" (as defined in clause (vi) below), subject to a Market Disruption Event: (A) to raise sufficient net proceeds from the issuance of Qualifying Securities during a 180-day period ending on a notice date, not more than 15 and not less than 10 Business Days prior to the date a Notice Scheduled Maturity Date, on which the Company delivers the notice required by Section 3.1 to permit repayment of Repayment is given the ICONs in full on the Scheduled Maturity Date pursuant to clause (i) of this Section 3.03, 2.1(d); and (B) if the Company has raised is unable for any reason to raise sufficient proceeds from the issuance of Qualifying Securities to permit payment in full on the Scheduled Maturity Date or any subsequent Monthly Interest Payment Date on which the Company delivers the notice required by Section 3.1, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities to permit repayment of the Notes ICONs in full on the Scheduled Maturity Date in accordance with the Replacement Capital Covenant. If such date pursuant to clause (ii) of this Section 2.1(d); and the Company is unable for shall apply any reason to raise sufficient such net proceeds to repay the Notes repayment of the ICONs as provided in full on the Scheduled Maturity Date, the Company shall clause (Avii) repay the Notes on the Scheduled Maturity Date in part to the extent of any net proceeds so raised and (B) continue to comply with this Section 2.02(a2.1(d). For the avoidance of doubt, a Repayment Date shall not constitute a Maturity for the purposes of Section 5.01(2) hereof, unless the Company has given written notice to the Trustee fixing such date for redemption and stating that the Company has determined to treat that date as a Maturity, in which case such date shall constitute a Maturity for the Notes specified in the applicable Notice of Repayment or Supplemental Notice, as the case may be. (iivi) For purposes of this Section 2.1(d), "commercially reasonable efforts" on the Company's part to sell Qualifying Securities means commercially reasonable efforts on the part of the Company to complete the offer and sale of Qualifying Securities to third parties other than Subsidiaries in public offerings or private placements. The Company shall not be considered to have used commercially reasonable efforts to effect a sale of Qualifying Securities if it determines not to pursue or complete such sale due to pricing considerations. (vii) The Company shall use its Commercially Reasonable Effortsshall, subject to clause (viii) below, to raise if it has not raised sufficient net proceeds from the issuance of Qualifying Capital Securities pursuant to clause (v) above in connection with any Repayment Date, deliver an Officers' Certificate to the Trustee, who shall forward such certificate to each holder of record of the ICONs no more than 15 and no less than 10 Business Days in advance of such Repayment Date stating the amount of net proceeds, if any, raised pursuant to clause (vi) above in connection with such Repayment Date. The Company shall be excused from its obligation to use commercially reasonable efforts to sell Qualifying Capital Securities pursuant to clause (vi) above if such Officers' Certificate further certifies that: (A) a Market Disruption Event was existing during such the 180-day period preceding the date of such Officers' Certificate or, in the case of any Repayment Date after the Scheduled Maturity Date, the 30-day period preceding the date of such Officers' Certificate; and (B) either (1) the Market Disruption Event continued for the entire 180-day period or 30-day period, as the case may be, or (2) the Market Disruption Event continued for only part of the period, but the Company was unable after commercially reasonable efforts to raise sufficient net proceeds during the rest of that period to permit repayment of the Outstanding Notes ICONs in full full. Each Officers' Certificate delivered pursuant to this clause (vii), unless no principal amount of ICONs is to be repaid on the Scheduled Maturity applicable Repayment Date. If the Company has not raised sufficient net proceeds , shall be accompanied by a notice of repayment pursuant to Section 3.1 setting forth the preceding sentence principal amount of the ICONs to permit repayment of all principal and accrued and unpaid Interest be repaid on the Notes on the Scheduled Maturity such Repayment Date, the unpaid which amount shall remain outstanding from quarter be determined after giving effect to quarter and bear interest at Three-month LIBOR plus 4.177%, payable quarterly in arrears on each quarterly Interest Payment Date until repaid, and the Company shall use its Commercially Reasonable Efforts, subject to this clause (vii) of this Section 2.1(d). (viii) below, to raise sufficient net Net proceeds from of the issuance of any Qualifying Capital Securities during each 90-day period ending on each date Notice of Repayment is given, on the next Interest Payment Date, and on each Interest Payment Date thereafter, until all Notes Outstanding are repaid in full (the Scheduled Maturity Date and each such subsequent Interest Payment Date, a “Repayment Date”). The Scheduled Maturity Obligations shall terminate on the earlier of (A) the Interest Payment Date on which that the Company has redeemed the Notes in full in accordance with the Scheduled Maturity Obligations, (B) when the Notes are otherwise paid in full on the Final Maturity Date or (C) upon an Event of Default resulting in acceleration of the Notes pursuant is permitted to Section 5.02 hereof. Unless the Scheduled Maturity Obligations shall have terminated as aforesaid and except under the circumstances set forth in Section 2.02(a)(viii), the Company’s failure apply to use Commercially Reasonable Efforts to raise sufficient proceeds from the issuance of Qualifying Capital Securities to repay the Notes in full on a Repayment Date shall constitute a default under clause (2) of the definition of Enforcement Event in Section 5.03, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02 hereof. (iii) Under the Replacement Capital Covenant, the Company may also repay the Notes on the Scheduled Maturity Date in an amount determined by reference to the net cash proceeds received from certain issuances by the Company or its Subsidiaries of certain other securities specified in the Replacement Capital Covenant to Persons other than the Company or its Subsidiaries. To the extent the Company so repays Notes pursuant to this Section 2.02(a)(iii), its obligation to use Commercially Reasonable Efforts to sell Qualifying Capital Securities will be reduced by the amount repaid in compliance with the Replacement Capital Covenant. For the avoidance of doubt, the Company’s Subsidiaries are not required to issue any securities to enable the repayment of the Notes at the Scheduled Maturity DateICONs on any Repayment Date will be applied, whether pursuant first, to the Replacement Capital Covenant or otherwise, and the Company is not required to issue securities other than pursuant to Section 2.02(a)(ii) above. (iv) Notwithstanding anything to the contrary in this Indenture, if the Company repays the Notes pursuant to this Section 2.02(a) or redeems the Notes pursuant to Section 2.02(g) when any pay Deferred Interest (including Additional Interest thereon) remains unpaid and at a time when to the Alternative Payment Mechanism is otherwise applicable, extent of the unpaid Deferred Interest (including Additional Interest thereon) may only be paid pursuant to New Equity Amount under the Alternative Payment Mechanism. (v) Any , second, to pay current interest to the extent not paid from other sources and, third, to repay the principal of ICONs, subject to a minimum principal amount of Notes$5,000,000 to be repaid on any Repayment Date; provided that if the Company is obligated to sell Qualifying Capital Securities and apply the net proceeds to payments of principal of or interest on any outstanding securities in addition to the ICONs, together then on any date and for any period the amount of net proceeds received by the Company from those sales and available for such payments shall be applied to the ICONs and those other securities having the same Scheduled Maturity Date as the ICONs pro rata in accordance with their respective outstanding principal amounts and none of such net proceeds shall be applied to any other securities having a later Scheduled Maturity Date until the principal of and all accrued and unpaid Interest, shall be due and payable interest on the Final Maturity Date, regardless of the amount of Qualifying Capital Securities or, if applicable, APM Securities, the Company shall have issued and sold by that timeICONs has been paid in full. (vi) If any date fixed for redemption or repayment pursuant to this Section 2.02(a) is not a Business Day, then payment of the Redemption Price or repayment of the principal amount of the Notes due on that date shall be made on the next day that is a Business Day, without any interest or other payment as a result of such delay.

Scheduled Maturity Date. (i) The principal amount of, and all accrued and unpaid interest on, the ICONs shall be payable in full on November 15, 2036, or, if such a day is not a Business Day, the following Business Day (the "Scheduled Maturity Date"); provided that in the event the Company has delivered an Officers' Certificate to the Trustee pursuant to clause (vii) of this Section 2.1(d) in connection with the Scheduled Maturity Date, (A) the principal amount of ICONs payable on the Scheduled Maturity Date, if any, shall be the principal amount set forth in the notice of repayment accompanying such Officers' Certificate, (B) such principal amount of ICONs shall be repaid on the Scheduled Maturity Date pursuant to Article III, and (C) subject to clause (ii) of this Section 2.1(d), the remaining ICONs shall remain outstanding and shall be payable on the immediately succeeding Monthly Interest Payment Date or such earlier date on which they are redeemed pursuant to Section 2.1(k) or shall become due and payable pursuant to Section 5.2 of the Indenture. (ii) In the event the Company has delivered an Officers' Certificate to the Trustee pursuant to clause (vii) of this Section 2.1(d) in connection with any Monthly Interest Payment Date, the principal amount of ICONs payable on such Monthly Interest Payment Date shall be the principal amount set forth in the notice of repayment, if any, accompanying such Officers' Certificate, such ICONs shall be repaid on such Monthly Interest Payment Date pursuant to Article III, and the remaining ICONs shall remain outstanding and shall be payable on the immediately succeeding Monthly Interest Payment Date or such earlier date on which they are redeemed pursuant to Section 2.1(k) or shall become due and payable pursuant to Section 5.2 of the Indenture. (iii) If not earlier paid pursuant to clause (i) or (ii) of this Section 2.1(d) redeemed, the principal of, and all accrued and unpaid interest on, all outstanding ICONs, shall be due and payable on November 15, 2066, or if such a day is required not a Business Day, the following Business Day (the "Final Maturity Date"). (iv) The obligation of the Company to repay the Notes ICONs pursuant to this Section 2.1(d) on October 15, 2037 (the “Scheduled Maturity Date”) at their principal amount plus accrued and unpaid Interest only any date prior to the extent that Final Maturity Date shall be subject to (A) its obligations under Article XIII of the Indenture to the holders of Senior Indebtedness and (B) its obligations under Section 2.1(h) with respect to the payment of Deferred Interest (including Additional Interest thereon) on the ICONs. (v) Until the ICONs are paid in full, the Company shall use its "commercially reasonable efforts" (as defined in clause (vi) below), subject to a Market Disruption Event: (A) to raise sufficient net proceeds from the issuance of Qualifying Securities during a 180-day period ending on a notice date, not more than 15 and not less than 10 Business Days prior to the date a Notice Scheduled Maturity Date, on which the Company delivers the notice required by Section 3.1 to permit repayment of Repayment is given the ICONs in full on the Scheduled Maturity Date pursuant to clause (i) of this Section 3.03, 2.1(d); and (B) if the Company has raised is unable for any reason to raise sufficient proceeds from the issuance of Qualifying Securities to permit payment in full on the Scheduled Maturity Date or any subsequent Monthly Interest Payment Date on which the Company delivers the notice required by Section 3.1, to raise sufficient net proceeds from the issuance of Qualifying Capital Securities to permit repayment of the Notes ICONs in full on the Scheduled Maturity Date in accordance with the Replacement Capital Covenant. If such date pursuant to clause (ii) of this Section 2.1(d); and the Company is unable for shall apply any reason to raise sufficient such net proceeds to repay the Notes repayment of the ICONs as provided in full on the Scheduled Maturity Date, the Company shall clause (Avii) repay the Notes on the Scheduled Maturity Date in part to the extent of any net proceeds so raised and (B) continue to comply with this Section 2.02(a2.1(d). For the avoidance of doubt, a Repayment Date shall not constitute a Maturity for the purposes of Section 5.01(2) hereof, unless the Company has given written notice to the Trustee fixing such date for redemption and stating that the Company has determined to treat that date as a Maturity, in which case such date shall constitute a Maturity for the Notes specified in the applicable Notice of Repayment or Supplemental Notice, as the case may be. (iivi) For purposes of this Section 2.1(d), "commercially reasonable efforts" on the Company's part to sell Qualifying Securities means commercially reasonable efforts on the part of the Company to complete the offer and sale of Qualifying Securities to third parties other than Subsidiaries in public offerings or private placements. The Company shall not be considered to have used commercially reasonable efforts to effect a sale of Qualifying Securities if it determines not to pursue or complete such sale due to pricing considerations. (vii) The Company shall use its Commercially Reasonable Effortsshall, subject to clause (viii) below, to raise if it has not raised sufficient net proceeds from the issuance of Qualifying Capital Securities pursuant to clause (v) above in connection with any Repayment Date, deliver an Officers' Certificate to the Trustee, who shall forward such certificate to each holder of record of the ICONs no more than 15 and no less than 10 Business Days in advance of such Repayment Date stating the amount of net proceeds, if any, raised pursuant to clause (vi) above in connection with such Repayment Date. The Company shall be excused from its obligation to use commercially reasonable efforts to sell Qualifying Capital Securities pursuant to clause (vi) above if such Officers' Certificate further certifies that: (A) a Market Disruption Event was existing during such the 180-day period preceding the date of such Officers' Certificate or, in the case of any Repayment Date after the Scheduled Maturity Date, the 30-day period preceding the date of such Officers' Certificate; and (B) either (1) the Market Disruption Event continued for the entire 180-day period or 30-day period, as the case may be, or (2) the Market Disruption Event continued for only part of the period, but the Company was unable after commercially reasonable efforts to raise sufficient net proceeds during the rest of that period to permit repayment of the Outstanding Notes ICONs in full full. Each Officers' Certificate delivered pursuant to this clause (vii), unless no principal amount of ICONs is to be repaid on the Scheduled Maturity Date. If the Company has not raised sufficient net proceeds pursuant to the preceding sentence to permit repayment of all principal and accrued and unpaid Interest on the Notes on the Scheduled Maturity applicable Repayment Date, the unpaid amount shall remain outstanding from quarter to quarter and bear interest at Three-month LIBOR plus 4.177%, payable quarterly in arrears on each quarterly Interest Payment Date until repaid, and the Company shall use its Commercially Reasonable Efforts, subject to clause (viii) below, to raise sufficient net proceeds from the issuance be accompanied by a notice of Qualifying Capital Securities during each 90-day period ending on each date Notice of Repayment is given, on the next Interest Payment Date, and on each Interest Payment Date thereafter, until all Notes Outstanding are repaid in full (the Scheduled Maturity Date and each such subsequent Interest Payment Date, a “Repayment Date”). The Scheduled Maturity Obligations shall terminate on the earlier of (A) the Interest Payment Date on which the Company has redeemed the Notes in full in accordance with the Scheduled Maturity Obligations, (B) when the Notes are otherwise paid in full on the Final Maturity Date or (C) upon an Event of Default resulting in acceleration of the Notes repayment pursuant to Section 5.02 hereof. Unless the Scheduled Maturity Obligations shall have terminated as aforesaid and except under the circumstances set 3.1 setting forth in Section 2.02(a)(viii), the Company’s failure to use Commercially Reasonable Efforts to raise sufficient proceeds from the issuance of Qualifying Capital Securities to repay the Notes in full on a Repayment Date shall constitute a default under clause (2) of the definition of Enforcement Event in Section 5.03, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary herein, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Section 5.12 and Section 6.02 hereof. (iii) Under the Replacement Capital Covenant, the Company may also repay the Notes on the Scheduled Maturity Date in an amount determined by reference to the net cash proceeds received from certain issuances by the Company or its Subsidiaries of certain other securities specified in the Replacement Capital Covenant to Persons other than the Company or its Subsidiaries. To the extent the Company so repays Notes pursuant to this Section 2.02(a)(iii), its obligation to use Commercially Reasonable Efforts to sell Qualifying Capital Securities will be reduced by the amount repaid in compliance with the Replacement Capital Covenant. For the avoidance of doubt, the Company’s Subsidiaries are not required to issue any securities to enable the repayment of the Notes at the Scheduled Maturity Date, whether pursuant to the Replacement Capital Covenant or otherwise, and the Company is not required to issue securities other than pursuant to Section 2.02(a)(ii) above. (iv) Notwithstanding anything to the contrary in this Indenture, if the Company repays the Notes pursuant to this Section 2.02(a) or redeems the Notes pursuant to Section 2.02(g) when any Deferred Interest (including Additional Interest thereon) remains unpaid and at a time when the Alternative Payment Mechanism is otherwise applicable, the unpaid Deferred Interest (including Additional Interest thereon) may only be paid pursuant to the Alternative Payment Mechanism. (v) Any principal amount of Notes, together with accrued and unpaid Interest, shall be due and payable on the Final Maturity Date, regardless of the amount of Qualifying Capital Securities or, if applicable, APM Securities, the Company shall have issued and sold by that time. (vi) If any date fixed for redemption or repayment pursuant to this Section 2.02(a) is not a Business Day, then payment of the Redemption Price or repayment of the principal amount of the Notes due ICONs to be repaid on that date such Repayment Date, which amount shall be made on the next day that is a Business Day, without any interest or other payment as a result determined after giving effect to this clause (vii) of such delaythis Section 2.1(d).