Common use of Deferral of Interest Payments Clause in Contracts

Deferral of Interest Payments. (a) So long as no Event of Default under this Indenture has occurred and is continuing, the Company shall have the right, at any time and from time to time during the term of the Securities, to defer payments of interest for a period (each of which periods shall end on an Interest Payment Date, each a "Deferral Period"); provided, that (i) no Deferral Period may exceed 20 consecutive quarterly periods and (ii) no Deferral Period may extend beyond the Stated Maturity or the earlier redemption of the Securities. No interest shall be due and payable during a Deferral Period. To the extent permitted by applicable law, interest, the payment of which has been deferred during a Deferral Period pursuant to this Section 2.12, will bear interest thereon at the applicable Interest Rate compounded quarterly for each quarter of any Deferral Period. At the end of each Deferral Period, the Company shall pay all interest, including any Additional Tax Sums and Compound Interest (collectively, "Deferred Interest"), accrued and unpaid on the Securities that shall be payable to the Holders in whose names the Securities are registered in the Security Register on the record date for the first Interest Payment Date after the end of such Deferral Period. Before the termination of any Deferral Period, the Company may extend such period, provided that such period, together with all such previous and further extensions within such Deferral Period, shall not exceed 20 consecutive quarterly periods or extend beyond the Stated Maturity or earlier redemption of the Securities. Upon the termination of any Deferral Period and upon the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end thereof, but the Company may prepay at any time all or any portion of the interest accrued during a Deferral Period.

Deferral of Interest Payments. (a) So long as no Event of Default under this Indenture has occurred and is continuing, the Company shall have the right, at any time and from time to time during the term of the Securities, to defer payments of interest for a period (each of which periods shall end on an Interest Payment Date, each a "“Deferral Period"”); provided, that (i) no Deferral Period may exceed 20 consecutive quarterly periods and (ii) no Deferral Period may extend beyond the Stated Maturity or the earlier redemption of the Securities. No interest shall be due and payable during a Deferral Period. To the extent permitted by applicable law, interest, the payment of which has been deferred during a Deferral Period pursuant to this Section 2.12, will bear interest thereon at the applicable Interest Rate compounded quarterly for each quarter of any Deferral Period. At the end of each Deferral Period, the Company shall pay all interest, including any Additional Tax Sums and Compound Interest (collectively, "“Deferred Interest"”), accrued and unpaid on the Securities that shall be payable to the Holders in whose names the Securities are registered in the Security Register on the record date for the first Interest Payment Date after the end of such Deferral Period. Before the termination of any Deferral Period, the Company may extend such period, provided that such period, together with all such previous and further extensions within such Deferral Period, shall not exceed 20 consecutive quarterly periods or extend beyond the Stated Maturity or earlier redemption of the Securities. Upon the termination of any Deferral Period and upon the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end thereof, but the Company may prepay at any time all or any portion of the interest accrued during a Deferral Period.

Deferral of Interest Payments. (a) So long as no Event of Default under this Indenture has occurred and is continuing, the Company shall have the rightmay, at any time and from time to time during the term its option, on one or more occasions, defer payment of all or part of the Securities, current and accrued interest otherwise due on the Series 2015A Notes by extending the interest payment period for up to defer payments of interest for a period forty (each of which periods shall end on an Interest Payment Date, each a "Deferral Period"); provided, that (i40) no Deferral Period may exceed 20 consecutive quarterly periods and (ii) no each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period Period”). A deferral of interest payments may not extend beyond the Stated Maturity or end on a day other than an Interest Payment Date. Any deferred interest on the earlier redemption Series 2015A Notes will accrue additional interest at the Securities Rate from the applicable Interest Payment Date to the date of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the Securitiesextent permitted under applicable law. No interest shall be due and payable during a Deferral Period. To the extent permitted by applicable law, interest, the payment of which has been deferred during a Deferral Period pursuant to this Section 2.12, will bear interest thereon at the applicable Interest Rate compounded quarterly for each quarter of any Deferral Period. At the end of each an Optional Deferral Period, the Company shall pay all interest, including any Additional Tax Sums and Compound Interest (collectively, "Deferred Interest"), accrued and unpaid on the Securities that shall be payable to the Holders in whose names the Securities are registered in the Security Register on the record date for the first Interest Payment Date after except at the end of such Optional Deferral Period or upon a redemption of the Series 2015A Notes during such Optional Deferral Period. Before So long as no Event of Default has occurred and is continuing, prior to the termination of any Optional Deferral Period, the Company may extend further defer the payment of interest by extending such period, Optional Deferral Period; provided that such period, Optional Deferral Period together with all such previous and further extensions within such Deferral Period, deferrals of interest payments shall not exceed 20 forty (40) consecutive quarterly periods at any one time or extend beyond the Stated Maturity or earlier redemption of the SecuritiesMaturity. Upon the termination of any Optional Deferral Period and upon the payment of all Deferred Period, which shall be an Interest then duePayment Date, the Company may commence a new shall pay all interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, to the Person in whose name the Series 2015A Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once the Company pays all interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, it shall be entitled again to defer interest payments on the Series 2015A Notes as described above. During an Optional Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Periodnext succeeding sentence, except at the end thereof, but the Company may prepay at (a) shall not declare or pay any time all dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and (b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Series 2015A Notes. The preceding sentence, however, shall not restrict (i) any of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable in shares of capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any portion of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or (v) any declaration of a dividend in connection with implementation of any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan, or the redemption, repurchase or other acquisition of any such rights pursuant thereto. The Company shall provide to the Trustee notice, as provided in Section 105 of the interest accrued during a Original Indenture, of its selection or extension of an Optional Deferral PeriodPeriod at least 10 Business Days and not more than 60 Business Days prior to the earlier of (a) the next applicable Interest Payment Date or (b) the date, if any, upon which the Company is required to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any applicable self-regulatory organization. In addition, the Company shall deliver to the Trustee an Officers’ Certificate stating that no default or Event of Default shall have occurred and be continuing. Subject to receipt of such Officers’ Certificate, the Trustee shall forward such notice promptly to the Holders of the Series 2015A Notes as provided in Section 106 of the Original Indenture. SECTION 105. Denominations. The Series 2015A Notes may be issued in the denominations of $25.00, or any integral multiple thereof.

Deferral of Interest Payments. (a) So long as no Event of Default under this Indenture has occurred and is continuing, the The Company shall have the rightmay, at any time and from time to time during the term its option, on one or more occasions, defer payment of all or part of the Securities, current and accrued interest otherwise due on the Notes by extending the interest payment period for up to defer payments of interest for a period (each of which periods shall end on an Interest Payment Date, each a "Deferral Period"); provided, that (i) no Deferral Period may exceed 20 consecutive quarterly periods and (ii) no each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period Period”). A deferral of interest payments may not extend beyond the Stated Maturity or end on a day other than an Interest Payment Date. Any deferred interest on the earlier redemption Notes will accrue additional interest at the Securities Rate from the applicable Interest Payment Date to the date of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the Securitiesextent permitted under applicable law. No interest shall be due and payable on the Notes until the end of an Optional Deferral Period, except upon a redemption of the Notes during a such Optional Deferral Period. To the extent permitted by applicable law, interest, the payment of which has been deferred during a Deferral Period pursuant Prior to this Section 2.12, will bear interest thereon at the applicable Interest Rate compounded quarterly for each quarter of any Deferral Period. At the end of each Deferral Period, the Company shall pay all interest, including any Additional Tax Sums and Compound Interest (collectively, "Deferred Interest"), accrued and unpaid on the Securities that shall be payable to the Holders in whose names the Securities are registered in the Security Register on the record date for the first Interest Payment Date after the end of such Deferral Period. Before the termination of any Optional Deferral Period, the Company may extend further defer the payment of interest by extending such period, Optional Deferral Period; provided that such period, Optional Deferral Period together with all such previous and further extensions within such Deferral Period, deferrals of interest payments shall not exceed 20 consecutive quarterly periods at any one time or extend beyond the Stated Maturity or earlier redemption of the SecuritiesMaturity. Upon the termination of any Optional Deferral Period and upon the payment of all Deferred Interest then dueor on any Redemption Date, the Company may commence a new shall pay all interest accrued and unpaid on the Notes, including any Additional Interest, (i) to the Person in whose name the Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Notes, including any Additional Interest, payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable, or (ii) to the Person entitled to receive the Redemption Price in accordance with Article 11 of the Indenture. Once the Company pays all interest accrued and unpaid on the Notes, including any Additional Interest, it shall be entitled again to defer interest payments on the Notes as described above. During an Optional Deferral Period, subject to the foregoing requirementsnext succeeding sentence, the Company shall not (a) declare or pay any dividend or make any distributions, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank equally (“pari passu securities”) or junior (“junior securities”), in each case, in right of payment to the Notes. No interest The immediately preceding sentence, however, shall be due and not restrict (i) any of the actions described in the immediately preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable during in shares of capital stock or warrants, options or rights to acquire the Company’s capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, (v) any declaration of a dividend in connection with implementation of any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan, or the redemption, repurchase or other acquisition of any such rights pursuant thereto, (vi) redemptions, purchases or other acquisitions of shares of capital stock in connection with the satisfaction of the Company’s obligations pursuant to any contract entered into prior to the beginning of the applicable Optional Deferral Period, except (vii) (x) any payment of current or deferred interest on any pari passu securities that is made pro rata to the amounts due on such pari passu securities and the Notes and (y) any payment of principal or current or deferred interest on pari passu securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities or (viii) (x) the payment of any dividend or distribution on the Company’s capital stock within 30 days after the date of declaration of such dividend or distribution, if the dividend or distribution would have been permitted under the Indenture and this Supplemental Indenture on the date of declaration and (y) the redemption of pari passu securities or junior securities within 30 days after the date on which notice of redemption was given, if at the end thereoftime the notice was given, but such redemption would have been permitted under the Indenture and this Supplemental Indenture. The Company shall provide to the Trustee written notice, as provided in Section 105 of the Indenture, of its selection or extension of an Optional Deferral Period at least 10 Business Days and not more than 60 Business Days prior to the earlier of (a) the next applicable Interest Payment Date or (b) the date, if any, upon which the Company may prepay at any time all is required to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any portion applicable self-regulatory organization. The Trustee shall forward such written notice promptly to the Holders of the interest accrued during Notes as provided in Section 106 of the Indenture. In addition, the Company shall deliver to the Trustee an Officer’s Certificate stating whether or not a Deferral Perioddefault or Event of Default shall have occurred and be continuing.

Deferral of Interest Payments. (a) So long as no Event of Default under this Indenture The Company has occurred and is continuing, the Company shall have the right, at any time and from time to time during the term of the Securities, right to defer payments of interest for a on the Series B Debentures by extending the interest payment period from time to time on the Series B Debentures (each of which periods an “Extension Period”). During an Extension Period, interest will continue to accrue on the Series B Debentures. If the Company decides to defer interest payments on the Series B Debentures, the Extension Period shall end on an Interest Payment Date, each a "Deferral Period"); provided, that (i) no Deferral not exceed five consecutive years. An Extension Period may exceed 20 consecutive quarterly periods and (ii) no Deferral Period may shall not extend beyond the Stated Maturity or the earlier redemption stated maturity of the SecuritiesSeries B Debentures. No interest shall be due and payable during a Deferral Period. To the extent permitted by applicable law, interest, the payment of which has been deferred during a Deferral Period pursuant Prior to this Section 2.12, will bear interest thereon at the applicable Interest Rate compounded quarterly for each quarter of any Deferral Period. At the end of each Deferral Period, the Company shall pay all interest, including any Additional Tax Sums and Compound Interest (collectively, "Deferred Interest"), accrued and unpaid on the Securities that shall be payable to the Holders in whose names the Securities are registered in the Security Register on the record date for the first Interest Payment Date after the end of such Deferral Period. Before the termination of any Deferral Extension Period, the Company may extend such period, further defer payments of interest provided that such periodthe Extension Period, together with all such previous and further extensions within such Deferral Periodthereof, shall may not exceed 20 five consecutive quarterly periods or extend beyond years. There could be multiple Extension Periods of varying lengths throughout the Stated Maturity or earlier redemption term of the SecuritiesSeries B Debentures. Upon the termination of any Deferral such Extension Period and upon the payment of all Deferred Interest accrued and unpaid interest then due, the Company may commence select a new Deferral Extension Period, subject to the foregoing above limitations and requirements. No interest Upon the termination of any Extension Period, which termination shall be due and on an Interest Payment Date, the Company shall pay all Deferred Interest on the next succeeding Interest Payment Date to the Person in whose name the Series B Debentures are registered on the Regular Record Date for such Interest Payment Date, provided that Deferred Interest payable during a Deferral at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. If the Company shall have given notice of its election to select any Extension Period, except at the end thereof, but the Company may prepay at shall not (1) declare or pay any time all dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any portion of its capital stock, (2) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank equally with, or junior to, the interest accrued during a Deferral Period.Series B Debentures, or (3) make any guarantee payments with respect to any guarantee issued by the Company if such guarantee ranks equally with, or junior to, the Series B Debentures, other than, in each case, repurchases, redemptions or other acquisitions of shares of its:

Deferral of Interest Payments. (a) So long as no Event of Default under this Indenture has occurred and is continuing, the Company shall have the rightmay, at any time and from time to time during the term its option, on one or more occasions, defer payment of all or part of the Securities, current and accrued interest otherwise due on the Series 2016A Notes by extending the interest payment period for up to defer payments of interest for a period forty (each of which periods shall end on an Interest Payment Date, each a "Deferral Period"); provided, that (i40) no Deferral Period may exceed 20 consecutive quarterly periods and (ii) no each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period Period”). A deferral of interest payments may not extend beyond the Stated Maturity or end on a day other than an Interest Payment Date. Any deferred interest on the earlier redemption Series 2016A Notes will accrue additional interest at the Securities Rate from the applicable Interest Payment Date to the date of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the Securitiesextent permitted under applicable law. No interest shall be due and payable during a Deferral Period. To the extent permitted by applicable law, interest, the payment of which has been deferred during a Deferral Period pursuant to this Section 2.12, will bear interest thereon at the applicable Interest Rate compounded quarterly for each quarter of any Deferral Period. At the end of each an Optional Deferral Period, the Company shall pay all interest, including any Additional Tax Sums and Compound Interest (collectively, "Deferred Interest"), accrued and unpaid on the Securities that shall be payable to the Holders in whose names the Securities are registered in the Security Register on the record date for the first Interest Payment Date after except at the end of such Optional Deferral Period or upon a redemption of the Series 2016A Notes during such Optional Deferral Period. Before So long as no Event of Default has occurred and is continuing, prior to the termination of any Optional Deferral Period, the Company may extend further defer the payment of interest by extending such period, Optional Deferral Period; provided that such period, Optional Deferral Period together with all such previous and further extensions within such Deferral Period, deferrals of interest payments shall not exceed 20 forty (40) consecutive quarterly periods at any one time or extend beyond the Stated Maturity or earlier redemption of the SecuritiesMaturity. Upon the termination of any Optional Deferral Period and upon the payment of all Deferred Period, which shall be an Interest then duePayment Date, the Company may commence a new shall pay all interest accrued and unpaid on the Series 2016A Notes, including any Additional Interest, to the Person in whose name the Series 2016A Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2016A Notes, including any Additional Interest, payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once the Company pays all interest accrued and unpaid on the Series 2016A Notes, including any Additional Interest, it shall be entitled again to defer interest payments on the Series 2016A Notes as described above. During an Optional Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Periodnext succeeding sentence, except at the end thereof, but the Company may prepay at (a) shall not declare or pay any time all dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and (b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Series 2016A Notes. The preceding sentence, however, shall not restrict (i) any of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable in shares of capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any portion of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or (v) any declaration of a dividend in connection with implementation of any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan, or the redemption, repurchase or other acquisition of any such rights pursuant thereto. The Company shall provide to the Trustee notice, as provided in Section 105 of the interest accrued during a Original Indenture, of its selection or extension of an Optional Deferral PeriodPeriod at least 10 Business Days and not more than 60 Business Days prior to the earlier of (a) the next applicable Interest Payment Date or (b) the date, if any, upon which the Company is required to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any applicable self-regulatory organization. In addition, the Company shall deliver to the Trustee an Officers’ Certificate stating that no default or Event of Default shall have occurred and be continuing. Subject to receipt of such Officers’ Certificate, the Trustee shall forward such notice promptly to the Holders of the Series 2016A Notes as provided in Section 106 of the Original Indenture.

Deferral of Interest Payments. (a) So long as If no Event of Default under this Indenture has occurred and is continuingcontinuing under the PHONES, the Company shall have may, on one or more occasions, beginning after the rightFebruary 15, at any time and from time to time during the term of the Securities2003 payment, to defer payments of Basic Interest ("Deferred Basic Interest") for up to twenty (20) consecutive quarterly periods. Any deferral of Basic Interest may not extend beyond the Maturity Date, and the Company may not defer distributions of Additional Interest or quarterly payments equal to regular cash dividends paid on the maximum number of Reference Shares. If the Company defers payments of Basic Interest, the Contingent Principal Amount shall increase during each quarter by the amount of such Deferred Basic Interest (plus accrued interest thereon at an annual rate equal to 2.50%, compounded quarterly ("Accrued Interest") ) and the Early Exchange Ratio (as defined below) shall be 100% of the Reference Shares for a period the quarter following such deferral. Once the Company has paid all Deferred Basic Interest (each plus Accrued Interest), together with the Basic Interest for the then current quarterly period, the Contingent Principal Amount shall decrease by the amount of which periods shall end the payment of such Deferred Basic Interest (plus Accrued Interest), the Early Exchange Ratio will change to 95% of the Reference Shares, and the Company may again defer Basic Interest as described above. The Company may only pay Deferred Basic Interest (plus Accrued Interest) on an Interest Payment Date, each a "Deferral Period"); provided, that (i) no Deferral Period may exceed 20 consecutive . If the Company elects to defer payments of Basic Interest for any quarterly periods and (ii) no Deferral Period may extend beyond the Stated Maturity or the earlier redemption of the Securities. No interest shall be due and payable during a Deferral Period. To the extent permitted by applicable law, interest, the payment of which has been deferred during a Deferral Period pursuant to this Section 2.12, will bear interest thereon at the applicable Interest Rate compounded quarterly for each quarter of any Deferral Period. At the end of each Deferral Periodperiod, the Company shall pay all interest, including provide the Trustee with notice of such election (a "Deferral Notice") and shall prepare a press release relating to such deferral to be provided to DTC for dissemination through the DTC broadcast facility. The Deferral Notice with respect to any Additional Tax Sums and Compound Interest (collectively, "Deferred Interest"), accrued and unpaid on the Securities that quarterly period shall be payable given to the Trustee not later than one (1) Business Day before the earlier of: (i) the Regular Record Date for the payment of Basic Interest for such quarterly period; or (ii) the date that the Company is required to give notice to The Nasdaq Stock Market (or any other applicable self-regulatory organization) or to the Holders in whose names of the Securities are registered PHONES as of such Regular Record Date or the applicable Interest Payment Date. The Deferral Notice shall be in the Security Register on form of an Officers' Certificate to the record Trustee setting forth: (i) the period with respect to which the Company is electing to defer Basic Interest; (ii) the amount of increase of Contingent Principal Amount per PHONES; (iii) the total amount of increase of the Contingent Principal Amount for all outstanding PHONES; (iv) a statement that the Early Exchange Ratio will change to 100% of the Reference Shares, or will continue at such rate, prospectively from such date for the first following quarter; and (v) that no Event of Default has occurred and is continuing under the PHONES. The Company shall deliver a Deferral Notice for each deferral of Basic Interest. If and when the Company pays all of the Deferred Basic Interest Payment Date after the end of such Deferral Period. Before the termination of any Deferral Periodand Accrued Interest, the Company may extend such period, provided shall deliver to the Trustee an Officers' Certificate setting forth: (i) the calculation of Deferred Basic Interest and Accrued Interest owed per PHONES; (ii) the total amount of Deferred Basic Interest and Accrued Interest owed on all outstanding PHONES; (iii) a statement that such period, together with all such previous and further extensions within such Deferral Period, shall not exceed 20 consecutive quarterly periods or extend beyond the Stated Maturity or earlier redemption Early Exchange Ratio will change to 95% of the Securities. Upon Reference Shares prospectively from such date for the termination following quarter; (iv) the amount of any Deferral Period and upon the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end thereof, but the Company may prepay at any time all or any portion decrease of the interest accrued during a Deferral PeriodContingent Principal Amount per PHONES; and (v) the total amount of decrease of the Contingent Principal Amount for all outstanding PHONES.

Deferral of Interest Payments. (a) So long as no Event of Default under this Indenture has occurred and is continuing, the Company shall have the rightmay, at any time and from time to time during the term its option, on one or more occasions, defer payment of all or part of the Securities, current and accrued interest otherwise due on the Series 2017B Notes by extending the interest payment period for up to defer payments of interest for a period forty (each of which periods shall end on an Interest Payment Date, each a "Deferral Period"); provided, that (i40) no Deferral Period may exceed 20 consecutive quarterly periods and (ii) no each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period Period”). A deferral of interest payments may not extend beyond the Stated Maturity or end on a day other than an Interest Payment Date. Any deferred interest on the earlier redemption Series 2017B Notes will accrue additional interest at the Securities Rate from the applicable Interest Payment Date to the date of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the Securitiesextent permitted under applicable law. No interest shall be due and payable during a Deferral Period. To the extent permitted by applicable law, interest, the payment of which has been deferred during a Deferral Period pursuant to this Section 2.12, will bear interest thereon at the applicable Interest Rate compounded quarterly for each quarter of any Deferral Period. At the end of each an Optional Deferral Period, the Company shall pay all interest, including any Additional Tax Sums and Compound Interest (collectively, "Deferred Interest"), accrued and unpaid on the Securities that shall be payable to the Holders in whose names the Securities are registered in the Security Register on the record date for the first Interest Payment Date after except at the end of such Optional Deferral Period or upon a redemption of the Series 2017B Notes during such Optional Deferral Period. Before So long as no Event of Default has occurred and is continuing, prior to the termination of any Optional Deferral Period, the Company may extend further defer the payment of interest by extending such period, Optional Deferral Period; provided that such period, Optional Deferral Period together with all such previous and further extensions within such Deferral Period, deferrals of interest payments shall not exceed 20 forty (40) consecutive quarterly periods at any one time or extend beyond the Stated Maturity or earlier redemption of the SecuritiesMaturity. Upon the termination of any Optional Deferral Period and upon the payment of all Deferred Period, which shall be an Interest then duePayment Date, the Company may commence a new shall pay all interest accrued and unpaid on the Series 2017B Notes, including any Additional Interest, to the Person in whose name the Series 2017B Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2017B Notes, including any Additional Interest, payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once the Company pays all interest accrued and unpaid on the Series 2017B Notes, including any Additional Interest, it shall be entitled again to defer interest payments on the Series 2017B Notes as described above. During an Optional Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Periodnext succeeding sentence, except at the end thereof, but the Company may prepay at (a) shall not declare or pay any time all dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and (b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Series 2017B Notes. The preceding sentence, however, shall not restrict (i) any of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable in shares of capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any portion of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or (v) any declaration of a dividend in connection with implementation of any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan, or the redemption, repurchase or other acquisition of any such rights pursuant thereto. The Company shall provide to the Trustee notice, as provided in Section 105 of the interest accrued during a Original Indenture, of its selection or extension of an Optional Deferral PeriodPeriod at least 10 Business Days and not more than 60 Business Days prior to the earlier of (a) the next applicable Interest Payment Date or (b) the date, if any, upon which the Company is required to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any applicable self-regulatory organization. In addition, the Company shall deliver to the Trustee an Officers’ Certificate stating that no default or Event of Default shall have occurred and be continuing. Subject to receipt of such Officers’ Certificate, the Trustee shall forward such notice promptly to the Holders of the Series 2017B Notes as provided in Section 106 of the Original Indenture. SECTION 105. Denominations. The Series 2017B Notes may be issued in the denominations of $25.00 and integral multiples of $25.00 in excess thereof.

Deferral of Interest Payments. (a) So long as no Event of Default under this Indenture The Company has occurred and is continuing, the Company shall have the right, right at any time and from time to time during to extend the term interest payment period of the SecuritiesSeries A Notes for up to 20 consecutive quarters (each, an Extension Period), but not beyond the Stated Maturity. Notwithstanding the foregoing, the Company has no right to defer payments of interest for a period (each of which periods shall end on an Interest Payment Date, each a "Deferral Period"); provided, that extend its obligation to pay such amounts as are defined in clause (i) no Deferral Period may exceed 20 consecutive quarterly periods and (ii) no Deferral Period may extend beyond the Stated Maturity or the earlier redemption of the Securitiesdefinition of Additional Interest. No interest shall be due and payable during a Deferral Period. To the extent permitted by applicable law, interest, the payment of which has been deferred during a Deferral Period pursuant Prior to this Section 2.12, will bear interest thereon at the applicable Interest Rate compounded quarterly for each quarter of any Deferral Period. At the end of each Deferral Period, the Company shall pay all interest, including any Additional Tax Sums and Compound Interest (collectively, "Deferred Interest"), accrued and unpaid on the Securities that shall be payable to the Holders in whose names the Securities are registered in the Security Register on the record date for the first Interest Payment Date after the end of such Deferral Period. Before the termination of any Deferral such Extension Period, the Company may further extend such the interest payment period, provided that such periodExtension Period, together with all such previous and further extensions within such Deferral of that Extension Period, shall not exceed 20 consecutive quarterly periods or extend beyond the Stated Maturity or earlier redemption of the Securitiesquarters. Upon the termination of any Deferral such Extension Period and upon the payment of all Deferred accrued and unpaid interest and any Additional Interest then due, the Company may commence select a new Deferral Extension Period, subject to the foregoing above limitations and requirements. No Upon the termination of any Extension Period, which termination shall be on an Interest Payment Date, the Company shall pay all Deferred Interest on the next succeeding Interest Payment Date to the Person in whose name the Series A Notes are registered on the Regular Record Date for such Interest Payment Date, provided that Deferred Interest payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. During any Extension Period, the Company shall not (i) declare or pay any dividend or distribution on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, or make any guarantee payments with respect to the foregoing or (ii) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company that rank pari passu with or junior to the Series A Notes. The Company shall give the Holder or Holders of the Series A Notes and the Trustee notice, as provided in Sections 105 and 106, respectively, of the Original Indenture, of its selection or extension of an Extension Period at least one Business Day prior to the earlier of (i) the Regular Record Date relating to the Interest Payment Date on which the Extension Period is to commence or relating to the Interest Payment Date on which an Extension Period that is being extended would otherwise terminate, or (ii) the date the Company or Securities Trust is required to give notice to the New York Stock Exchange or other applicable self-regulatory organization of the record date or the date such distributions are payable. The Company shall pay to the United States or other taxing authority, as additional interest on the Series A Notes, when the same shall be due and payable during a Deferral Periodto the United States or other taxing authority, except at the end thereofamount set forth in clause (i) of the definition of Additional Interest. At the time any of the foregoing notices are given to the Trustee, but the Company may prepay at any time all or any portion of shall give to the interest accrued during a Deferral PeriodPaying Agent for the Series A Notes such information as said Paying Agent shall reasonably require in order to fulfill tax reporting obligations with respect to such Series A Notes.

Deferral of Interest Payments. (a) So long as no Event of Default under this Indenture The Company has occurred and is continuing, the Company shall have the right, right at any time and from time to time during to extend the term interest payment period of the SecuritiesSeries __ Notes for up to ten (10) consecutive semi-annual periods (each, to defer payments of interest for a period (each of which periods shall end on an Interest Payment Date, each a "Deferral Extension Period"); provided, that but not beyond the Stated Maturity. Notwithstanding the foregoing, the Company has no right to extend its obligation to pay such amounts as are defined in clause (i) no Deferral Period may exceed 20 consecutive quarterly periods and (ii) no Deferral Period may extend beyond the Stated Maturity or the earlier redemption of the Securitiesdefinition of Additional Interest. No interest shall be due and payable during a Deferral Period. To the extent permitted by applicable law, interest, the payment of which has been deferred during a Deferral Period pursuant Prior to this Section 2.12, will bear interest thereon at the applicable Interest Rate compounded quarterly for each quarter of any Deferral Period. At the end of each Deferral Period, the Company shall pay all interest, including any Additional Tax Sums and Compound Interest (collectively, "Deferred Interest"), accrued and unpaid on the Securities that shall be payable to the Holders in whose names the Securities are registered in the Security Register on the record date for the first Interest Payment Date after the end of such Deferral Period. Before the termination of any Deferral such Extension Period, the Company may further extend such the interest payment period, provided that such periodExtension Period, together with all such previous and further extensions within such Deferral of that Extension Period, shall not exceed 20 ten (10) consecutive quarterly periods or extend beyond the Stated Maturity or earlier redemption of the Securitiessemi-annual periods. Upon the termination of any Deferral such Extension Period and upon the payment of all Deferred accrued and unpaid interest and any Additional Interest then due, the Company may commence select a new Deferral Extension Period, subject to the foregoing above limitations and requirements. No interest Upon the termination of any Extension Period, which termination shall be due and on an Interest Payment Date, the Company shall pay all Deferred Interest on the next succeeding Interest Payment Date to the Person in whose name the Series __ Notes are registered on the Regular Record Date for such Interest Payment Date, provided that Deferred Interest payable during a Deferral at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. If the Company shall have given notice of its election to select any Extension Period, except at the end thereof, but the Company may prepay shall not (i) declare or pay any dividend or distribution on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, or make any guarantee payments with respect to the foregoing and (ii) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees other than its guarantee of the Capital Securities issued by the Securities Trust) issued by the Company that rank pari passu with or junior to the Series __ Notes. The Company shall give the Holder or Holders of the Series __ Notes and the Trustee notice, as provided in Sections 105 and 106, respectively, of the Original Indenture, of its selection or extension of an Extension Period at least one Business Day prior to the earlier of (i) the Regular Record Date relating to the Interest Payment Date on which the Extension Period is to commence or relating to the Interest Payment Date on which an Extension Period that is being extended would otherwise terminate, or (ii) the date the Company or Securities Trust is required to give notice to the New York Stock Exchange or other applicable self-regulatory organization of the record date or the date such distributions are payable. The Company shall cause the Securities Trust to give notice of the Company's selection of such Extension Period to Holders of the Trust Securities. The month in which any notice is given pursuant to the immediately preceding sentence of this Section shall constitute the first month of the first semi-annual period of the ten (10) semi-annual periods, which comprise the Maximum Extension Period. At any time all or any portion of the interest accrued during a Deferral Periodforegoing notices are given to the Trustee, the Company shall give to the Paying Agent for the Series __ Notes such information as said Paying Agent shall reasonably require in order to fulfill its tax reporting obligations with respect to such Series __ Notes.

Deferral of Interest Payments. (a) So long as no Event of Default under this Indenture has occurred and is continuing, the Company shall have the rightmay, at any time and from time to time during the term its option, on one or more occasions, defer payment of all or part of the Securities, current and accrued interest otherwise due on the Series 2017A Notes by extending the interest payment period for up to defer payments of interest for a period forty (each of which periods shall end on an Interest Payment Date, each a "Deferral Period"); provided, that (i40) no Deferral Period may exceed 20 consecutive quarterly periods and (ii) no each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period Period”). A deferral of interest payments may not extend beyond the Stated Maturity or end on a day other than an Interest Payment Date. Any deferred interest on the earlier redemption Series 2017A Notes will accrue additional interest at the Securities Rate from the applicable Interest Payment Date to the date of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the Securitiesextent permitted under applicable law. No interest shall be due and payable during a Deferral Period. To the extent permitted by applicable law, interest, the payment of which has been deferred during a Deferral Period pursuant to this Section 2.12, will bear interest thereon at the applicable Interest Rate compounded quarterly for each quarter of any Deferral Period. At the end of each an Optional Deferral Period, the Company shall pay all interest, including any Additional Tax Sums and Compound Interest (collectively, "Deferred Interest"), accrued and unpaid on the Securities that shall be payable to the Holders in whose names the Securities are registered in the Security Register on the record date for the first Interest Payment Date after except at the end of such Optional Deferral Period or upon a redemption of the Series 2017A Notes during such Optional Deferral Period. Before So long as no Event of Default has occurred and is continuing, prior to the termination of any Optional Deferral Period, the Company may extend further defer the payment of interest by extending such period, Optional Deferral Period; provided that such period, Optional Deferral Period together with all such previous and further extensions within such Deferral Period, deferrals of interest payments shall not exceed 20 forty (40) consecutive quarterly periods at any one time or extend beyond the Stated Maturity or earlier redemption of the SecuritiesMaturity. Upon the termination of any Optional Deferral Period and upon the payment of all Deferred Period, which shall be an Interest then duePayment Date, the Company may commence a new shall pay all interest accrued and unpaid on the Series 2017A Notes, including any Additional Interest, to the Person in whose name the Series 2017A Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2017A Notes, including any Additional Interest, payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once the Company pays all interest accrued and unpaid on the Series 2017A Notes, including any Additional Interest, it shall be entitled again to defer interest payments on the Series 2017A Notes as described above. During an Optional Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Periodnext succeeding sentence, except at the end thereof, but the Company may prepay (a) shall not declare or pay any dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and (b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Series 2017A Notes. The preceding sentence, however, shall not restrict (i) any of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (iii) dividends, payments or distributions payable in shares of capital stock. The Company shall provide to the Trustee notice, as provided in Section 105 of the Original Indenture, of its selection or extension of an Optional Deferral Period at any time all least 10 Business Days and not more than 60 Business Days prior to the earlier of (a) the next applicable Interest Payment Date or (b) the date, if any, upon which the Company is required to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any portion applicable self-regulatory organization. In addition, the Company shall deliver to the Trustee an Officers’ Certificate stating that no default or Event of Default shall have occurred and be continuing. Subject to receipt of such Officers’ Certificate, the Trustee shall forward such notice promptly to the Holders of the interest accrued during a Deferral PeriodSeries 2017A Notes as provided in Section 106 of the Original Indenture. SECTION 105. Denominations. The Series 2017A Notes may be issued in the denominations of $25.00, or any integral multiple thereof.

Deferral of Interest Payments. (a) So long as no Event of Default under this Indenture has occurred and is continuing, the Company shall have the right, at any time and from time to time during the term of the Securities, to defer payments of interest for a period (each of which periods shall end on an Interest Payment Date, each a "“Deferral Period"”); provided, that (i) no Deferral Period may exceed 20 consecutive quarterly periods and (ii) no Deferral Period may extend beyond the Stated Maturity or the earlier redemption of the Securities. No interest shall be due and payable during a Deferral Period. To the extent permitted by applicable law, interest, the payment of which has been deferred during a Deferral Period pursuant to this Section 2.12, will bear interest thereon at the applicable Interest Rate compounded quarterly for each quarter of any Deferral Period. At the end of each Deferral Period, the Company shall pay all interest, including any Additional Tax Sums and Compound Interest (collectively, "“Deferred Interest"”), accrued and unpaid on the Securities that shall be payable to the Holders in whose names the Securities are registered in the Security Register on the record date for the first Interest Payment Date after the end of such Deferral Period. Before the termination of any Deferral Period, the Company may extend such period, provided that such period, together with all such previous and further extensions within such Deferral Period, Period shall not exceed 20 consecutive quarterly periods periods, or extend beyond the Stated Maturity or earlier redemption of the Securities. Upon the termination of any Deferral Period and upon the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end thereof, but the Company may prepay at any time all or any portion of the interest accrued during a Deferral Period.

Deferral of Interest Payments. (a) So long as If no Event of Default under this Indenture (as such term is defined in the Indenture) has occurred and is continuingcontinuing with respect to the XXXX, the Company shall have the rightmay, at any time and from time to time during the term time, defer quarterly payments of the SecuritiesInterest Rate for up to 20 consecutive Quarterly Interest Periods; provided that a deferral of quarterly payments of the Interest Rate may not extend beyond the Maturity Date. A deferral of quarterly payments of the Interest Rate, in and of itself, if made in accordance with the provisions of the Indenture, shall not constitute an Event of Default. The Company shall not defer distributions of Additional Interest. If the Company defers quarterly payments of the Interest Rate, the Contingent Principal Amount per XXXX shall be increased by the amount of the deferred quarterly payments of the Interest Rate, plus accrued interest thereon at an annual rate of 2.309%, compounded quarterly, and the Early Exchange Ratio shall increase to 100% from the date the Company notifies the Trustee of its decision to defer quarterly payments of the Interest Rate. After the Company pays all deferred quarterly payments of the Interest Rate, plus accrued interest thereon, together with the quarterly payment of the Interest Rate for the current Quarterly Interest Period, the Contingent Principal Amount shall be reduced by the amount of that payment of deferred quarterly payments of the Interest Rate plus accrued interest thereon, the Early Exchange Ratio shall decrease to 95%, and the Company may thereafter again defer quarterly payments of the Interest Rate as described above. Instead of paying or deferring cash payments of the Interest Rate for a Quarterly Interest Period, so long as the then Current Market Value (determined on the date that the Company notifies the Trustee of its decision to increase the number of Reference Shares attributable to each XXXX) of the Reference Shares exceeds the Original Principal Amount, the Company may at its option, but is not obligated to, increase the number of Reference Shares attributable to each XXXX by 0.57725% with respect to any quarterly payment of the Interest Rate (an annual rate of 2.309%). A decision to increase the number of Reference Shares attributable to each XXXX in lieu of making a quarterly payment of the Interest Rate, in and of itself, if made in accordance with the provisions of the Indenture, shall not constitute an Event of Default. If the Company elects to make this Reference Share increase, (i) the Company shall be deemed current on that quarterly payment of the Interest Rate, (ii) the Contingent Principal Amount per XXXX shall not increase, (iii) the Holder of this Security shall not be entitled to receive cash interest for that Quarterly Interest Period, and (iv) the Early Exchange Ratio shall be 100% for the following Quarterly Interest Period. Thereafter, provided the Company is current on all quarterly payments of the Interest Rate, the Early Exchange Ratio shall decrease to 95%. All Reference Share increases, together with any successive Reference Share increases, shall continue to be in effect until the Maturity Date or Redemption Date of the XXXX, as the case may be. At the time the Company elects to give notice that it does not intend to pay a period quarterly payment of the Interest Rate in cash, it must elect to either accrue cash interest on the XXXX for that Quarterly Interest Period or increase the number of Reference Shares attributable to the XXXX, each as described above. The Company shall give the Trustee notice if the Company decides to defer interest payments on the XXXX and shall prepare a press release to be provided to DTC for dissemination through the DTC broadcast facility. The Company shall give that notice to the Trustee one Business Day before the earlier of (i) the Regular Record Date for the next Interest Payment Date; or (ii) the date the Company is required by the rules of the NYSE (or any other applicable self-regulatory organization) to give notice to such organization or to the Holder of this Security as of the Regular Record Date or the Interest Payment Date. When applicable under the Indenture, the Company shall state in the notice that it is not subject to the twenty (20) consecutive Quarterly Interest Period limitation on deferral and may continue to defer quarterly payments of the Interest Rate until the Maturity Date or the Redemption Date, as the case may be. The notice described above shall set forth: (i) the Quarterly Interest Period with respect to which the Company is electing to defer payment of interest, (ii) the exact amount of increase of the Contingent Principal Amount per XXXX, (iii) the total amount of increase of the Contingent Principal Amount for all outstanding XXXX, (iv) a statement that the Early Exchange Ratio will increase to 100% prospectively from that date and (v) that no Event of Default has occurred and is continuing with respect to the XXXX. The Company is required to deliver such notice for each interest payment deferred. If and when the Company pays all of which periods its deferred interest and accrued interest, it must deliver to the Trustee a notice setting forth the calculation of accrued interest owed per XXXX and the total amount owed on all outstanding XXXX. If the Company elects to increase the amount of Reference Shares payable for each XXXX as provided for in the Indenture in lieu of paying accrued interest for that Quarterly Interest Period, it shall end deliver a notice to the Trustee setting forth: (i) the amount of such increase and the total amount, after such increase, of Reference Shares applicable to each XXXX and (ii) the total amount of Reference Shares applicable to all outstanding XXXX. In the event all of the Reference Shares cease to be Outstanding as a result of a tender offer, an exchange offer, a business combination or otherwise, the Company's right to defer quarterly payments of the Interest Rate under the Indenture shall no longer be subject to the twenty (20) consecutive Quarterly Interest Period limitation on deferral set forth in the Indenture. If such an event occurs, the Company shall have the right to defer quarterly payments of the Interest Rate until the Maturity Date or the Redemption Date, as the case may be, provided, however, the Company shall not defer payment of the Interest Rate beyond the Maturity Date. Principal Amount The Original Principal Amount per XXXX is equal to $58.25. The minimum amount payable upon redemption or maturity of a XXXX (the "Contingent Principal Amount") shall initially be equal to the Original Principal Amount. If the sum of the Reference Shares Dividend Amount and any Additional Interest for a Quarterly Interest Period is greater than $.045, the Contingent Principal Amount per XXXX shall be reduced to the extent necessary so that the yield from the Issue Date to the Interest Payment Date relating to such Quarterly Interest Period or the Additional Interest Payment Date, each a "Deferral Period"); provided, that as the case may be (i) no Deferral Period may exceed 20 consecutive including all quarterly periods and (ii) no Deferral Period may extend beyond the Stated Maturity or the earlier redemption payments of the SecuritiesInterest Rate and the fair market value of any Additional Interest payments) does not exceed a 2.309% annual yield. No interest In no event shall the Contingent Principal Amount per XXXX be less than zero. The Contingent Principal Amount per XXXX shall be due and payable during a Deferral Period. To increased to the extent permitted by applicable law, interest, that the payment sum of which has been deferred during a Deferral Period pursuant to this Section 2.12, will bear interest thereon at the applicable Interest Rate compounded quarterly for each quarter of any Deferral Period. At the end of each Deferral Period, the Company shall pay all interest, including Reference Shares Dividend Amount and any Additional Tax Sums and Compound Interest (collectively, "Deferred Interest"), accrued and unpaid for a Quarterly Interest Period paid on the Securities Reference Shares attributable to one XXXX is less than $.045, so that shall be payable the yield from the Issue Date to the Holders in whose names the Securities are registered in the Security Register on the record date for the first Interest Payment Date after relating to the end Interest Payment Date relating to such Quarterly Interest Period (including all quarterly payments of such Deferral Period. Before the termination Interest Rate and the fair market value of any Deferral Period, the Company may extend such period, provided that such period, together with all such previous and further extensions within such Deferral Period, shall Additional Interest payments) is not exceed 20 consecutive quarterly periods or extend beyond the Stated Maturity or earlier redemption of the Securities. Upon the termination of any Deferral Period and upon the payment of all Deferred Interest then due, the Company may commence less than a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end thereof, but the Company may prepay at any time all or any portion of the interest accrued during a Deferral Period2.309% annual yield.

Deferral of Interest Payments. (a) So long as no Event of Default under this the Indenture has occurred and is continuing, the Company shall have the right, at any time and from time to time during the term of the Securities, to defer payments of interest for a period (each of which periods shall end on an Interest Payment Date, each a "Deferral Period"); provided, that (i) no Deferral Period may exceed 20 consecutive quarterly periods and (ii) no Deferral Period may extend beyond the Stated Maturity or the earlier redemption of the Securities. No interest shall be due and payable during a Deferral Period. To the extent permitted by applicable law, interest, the payment of which has been deferred during a Deferral Period pursuant to this Section 2.12, will bear interest thereon at the applicable Interest Rate compounded quarterly for each quarter of any Deferral Period. At the end of each Deferral Period, the Company shall pay all interest, including any Additional Tax Sums Interest and Compound Interest (collectively, "Deferred Interest"), accrued and unpaid on the Securities Debentures that shall be payable to the Holders in whose names the Securities are registered in the Security Register on the record date for the first Interest Payment Date after the end of such Deferral Period. Before the termination of any Deferral Period, the Company may extend such period, provided that such period, period together with all such previous and further extensions within such Deferral Period, Period shall not exceed 20 consecutive quarterly periods periods, or extend beyond the Stated Maturity or earlier redemption of the Securities. Upon the termination of any Deferral Period and upon the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a an Deferral Period, except at the end thereof, but the Company may prepay at any time all or any portion of the interest accrued during a Deferral Period.

Deferral of Interest Payments. (a) So long as no Event of Default under this Indenture has occurred and is continuing, the Company shall have the rightmay, at any time and from time to time during the term its option, on one or more occasions, defer payment of all or part of the Securities, current and accrued interest otherwise due on the Series 2020A Notes by extending the interest payment period for up to defer payments of interest for a period forty (each of which periods shall end on an Interest Payment Date, each a "Deferral Period"); provided, that (i40) no Deferral Period may exceed 20 consecutive quarterly periods and (ii) no each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period Period”). A deferral of interest payments may not extend beyond the Stated Maturity or end on a day other than an Interest Payment Date. Any deferred interest on the earlier redemption Series 2020A Notes will accrue additional interest at the Securities Rate from the applicable Interest Payment Date to the date of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the Securitiesextent permitted under applicable law. No interest shall be due and payable during a Deferral Period. To the extent permitted by applicable law, interest, the payment of which has been deferred during a Deferral Period pursuant to this Section 2.12, will bear interest thereon at the applicable Interest Rate compounded quarterly for each quarter of any Deferral Period. At the end of each an Optional Deferral Period, the Company shall pay all interest, including any Additional Tax Sums and Compound Interest (collectively, "Deferred Interest"), accrued and unpaid on the Securities that shall be payable to the Holders in whose names the Securities are registered in the Security Register on the record date for the first Interest Payment Date after except at the end of such Optional Deferral Period or upon a redemption of the Series 2020A Notes during such Optional Deferral Period. Before So long as no Event of Default has occurred and is continuing, prior to the termination of any Optional Deferral Period, the Company may extend further defer the payment of interest by extending such period, Optional Deferral Period; provided that such period, Optional Deferral Period together with all such previous and further extensions within such Deferral Period, deferrals of interest payments shall not exceed 20 forty (40) consecutive quarterly periods at any one time or extend beyond the Stated Maturity or earlier redemption of the SecuritiesMaturity. Upon the termination of any Optional Deferral Period and upon the payment of all Deferred Period, which shall be an Interest then duePayment Date, the Company may commence a new shall pay all interest accrued and unpaid on the Series 2020A Notes, including any Additional Interest, to the Person in whose name the Series 2020A Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2020A Notes, including any Additional Interest, payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once the Company pays all interest accrued and unpaid on the Series 2020A Notes, including any Additional Interest, it shall be entitled again to defer interest payments on the Series 2020A Notes as described above. During an Optional Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Periodnext succeeding sentence, except at the end thereof, but the Company may prepay at (a) shall not declare or pay any time all dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and (b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Series 2020A Notes. The preceding sentence, however, shall not restrict (i) any of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable in shares of capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any portion of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or (v) any declaration of a dividend in connection with implementation of any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan, or the redemption, repurchase or other acquisition of any such rights pursuant thereto. The Company shall provide to the Trustee notice, as provided in Section 105 of the interest accrued during a Original Indenture, of its selection or extension of an Optional Deferral PeriodPeriod at least 10 Business Days and not more than 60 Business Days prior to the earlier of (a) the next applicable Interest Payment Date or (b) the date, if any, upon which the Company is required to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any applicable self-regulatory organization. In addition, the Company shall deliver to the Trustee an Officers’ Certificate stating that no default or Event of Default shall have occurred and be continuing. Subject to receipt of such Officers’ Certificate, the Trustee shall forward such notice promptly to the Holders of the Series 2020A Notes as provided in Section 106 of the Original Indenture.