Common use of Early Redemption Clause in Contracts

Early Redemption. The Company shall, subject to the prior consent of the Applicable Regulator, redeem this Surplus Note, in full or in part, prior to the Maturity Date, in accordance with the provisions below. If the Reference Notes are to be repurchased, in whole or in part, due to an Optional Call or a Fundamental Change, the Company shall use its reasonable best efforts to obtain the consent of the Applicable Regulator to redeem the Repurchase Redemption Portion of this Surplus Note prior to the applicable Repurchase Date, or as soon as reasonably practicable thereafter, in an amount not to exceed the applicable Repurchase Redemption Price. Following receipt of consent of the Applicable Regulator, on the Business Day prior to the applicable Repurchase Date (the “Repurchase Redemption Date”), the Company shall redeem the Repurchase Redemption Portion of this Surplus Note for an amount (the “Repurchase Redemption Price”) equal to the applicable Repurchase Amount, or such lesser amount approved by the Applicable Regulator, and shall in addition pay to the Holder all unpaid interest in respect of such redeemed amount accruing from (and including) the immediately preceding Interest Payment Date through, but excluding, such Repurchase Redemption Date. If the Applicable Regulator does not approve such redemption, or approves payment of a lesser amount, then the Company shall pay to the Holder the amount so approved and the Repurchase Redemption Portion of this Surplus Note shall remain outstanding and unredeemed to the extent of such unapproved amount and interest shall continue to accrue and be due and payable thereon on each Interest Payment Date following the Repurchase Redemption Date, and the Company shall use its reasonable best efforts to obtain the consent of the Applicable Regulator to redeem the unapproved amount as soon as reasonably practicable following the Repurchase Redemption Date. The portion of this Surplus Note not so redeemed shall remain outstanding and continue to accrue interest in accordance with the terms and conditions herein. Following the occurrence of a Material Conversion, the Company shall use its reasonable best efforts to obtain the consent of the Applicable Regulator to redeem the Conversion Redemption Portion of this Surplus Note in an amount not to exceed the Conversion Redemption Price. Following receipt of consent of the Applicable Regulator, on the Conversion Redemption Date, the Company shall redeem the Conversion Redemption Portion of this Surplus Note for an amount (the “Conversion Redemption Price”) equal to the applicable Material Conversion Amount or such lesser amount approved by the Applicable Regulator, and shall in addition pay to the Holder all unpaid interest in respect of such redeemed amount accruing from (and including) the immediately preceding Interest Payment Date through, but excluding, such redemption date, if and to the extent that holders of the Reference Notes converted in connection with the Material Conversion are entitled to accrued and unpaid interest with respect to such Reference Notes. If the Applicable Regulator does not approve such redemption, or approves payment of a lesser amount, then the Company shall pay to the Holder the amount so approved and the Conversion Redemption Portion of this Surplus Note shall remain outstanding and unredeemed to the extent of such unapproved amount and interest shall continue to accrue and be due and payable thereon on each Interest Payment Date following the Conversion Redemption Date, and the Company shall use its reasonable best efforts to obtain the consent of the Applicable Regulator to redeem the unapproved amount as soon as reasonably practicable following the Conversion Redemption Date. The portion of this Surplus Note not so redeemed shall remain outstanding and continue to accrue interest in accordance with the terms and conditions herein.

Early Redemption. The Company shallOn or after January 1, subject to the prior consent of the Applicable Regulator2014, redeem this Surplus Note, Debenture may be prepaid in full or in part, whole prior to the Maturity DateDate at the Corporation’s option, in accordance its sole discretion, by providing the Holder with the provisions below. If the Reference Notes are to be repurchasedat least thirty (30) days prior written notice, in whole or in part, due to an Optional Call or a Fundamental Change, the Company shall use its reasonable best efforts to obtain the consent of the Applicable Regulator to redeem the Repurchase Redemption Portion of this Surplus Note prior to the applicable Repurchase Date, or as soon as reasonably practicable thereafter, in an amount not to exceed the applicable Repurchase Redemption Price. Following receipt of consent of the Applicable Regulator, on the Business Day prior to the applicable Repurchase Date (the “Repurchase Redemption Date”), the Company shall redeem the Repurchase Redemption Portion of this Surplus Note for an amount (the “Repurchase Redemption Price”) equal to the applicable Repurchase Amount, or such lesser amount approved by sum of the Applicable Regulator, and shall in addition pay to the Holder all unpaid interest in respect of such redeemed amount accruing from following: (and includingi) the immediately preceding Interest Payment Date through, but excluding, such Repurchase Redemption Date. If the Applicable Regulator does not approve such redemption, or approves payment of a lesser amount, Principal Amount then the Company shall pay to the Holder the amount so approved and the Repurchase Redemption Portion of this Surplus Note shall remain outstanding and unredeemed to the extent of such unapproved amount and interest shall continue to accrue and be due and payable thereon on each Interest Payment Date following the Repurchase Redemption Date, and the Company shall use its reasonable best efforts to obtain the consent of the Applicable Regulator to redeem the unapproved amount as soon as reasonably practicable following the Repurchase Redemption Date. The portion of this Surplus Note not so redeemed shall remain outstanding and continue to accrue interest in accordance with the terms and conditions herein. Following the occurrence of a Material Conversion, the Company shall use its reasonable best efforts to obtain the consent of the Applicable Regulator to redeem the Conversion Redemption Portion of this Surplus Note in an amount not to exceed the Conversion Redemption Price. Following receipt of consent of the Applicable Regulator, on the Conversion Redemption Date, the Company shall redeem the Conversion Redemption Portion of this Surplus Note for an amount (the “Conversion Redemption Price”) equal to the applicable Material Conversion Amount or such lesser amount approved by the Applicable Regulator, and shall in addition pay to the Holder all unpaid interest in respect of such redeemed amount accruing from (and includingii) the immediately preceding Interest Payment Date through, but excluding, such redemption date, if and to the extent that holders of the Reference Notes converted in connection with the Material Conversion are entitled to accrued and unpaid interest with respect to such Reference Notesthe date fixed by the Corporation for early redemption (the “Redemption Date”) (the sum of (i) and (ii) (being the “Redemption Amount”). If the Applicable Regulator does not approve such redemption, or approves payment Notice of a lesser amount, then the Company redemption shall pay be sent to the Holder the amount so approved and the Conversion Redemption Portion of this Surplus Note shall remain outstanding and unredeemed not less than thirty (30) days prior to the extent Redemption Date and shall state: (a) the Redemption Date; and (b) the place where this Debenture is to be surrendered for payment of such unapproved amount and interest shall continue to accrue and be the Redemption Amount thereof. Notice of redemption having been given as aforesaid, this Debenture shall, on the Redemption Date, become due and payable thereon at the Principal Amount thereof and on each Interest Payment Date following and after such date such Debentures shall only bear interest if the Conversion Corporation shall default in the payment of, or fail to tender, the Redemption Amount on the Redemption Date. Upon surrender of this Debenture for redemption in accordance with such notice, the Redemption Amount shall be paid by the Corporation. In addition, and for greater certainty, until this Debenture has been redeemed in accordance with this Section 2.2, the Holder retains the right to convert the Principal Amount to Common Shares in accordance with Article IV hereof. This Debenture may also be prepaid in part. Notice of partial redemption shall be in writing and sent to the Holder not less than thirty (30) days prior to the date set for such partial redemption (the “Partial Redemption Date”) and shall state: (a) the Partial Redemption Date; (b) the amount of such partial redemption (the “Partial Redemption Amount”); and (c) the place where this Debenture is to be surrendered for payment of the partial redemption amount thereof. Notice of partial redemption having been given as aforesaid, this Debenture shall, on the Partial Redemption Date, become due and payable as to the Company Partial Redemption Amount thereof and on and after such date this Debenture shall use its reasonable best efforts to obtain only bear interest on the consent of the Applicable Regulator to redeem the unapproved amount as soon as reasonably practicable following the Conversion Redemption Dateremaining Principal Amount. The portion Upon surrender of this Surplus Note not so redeemed shall remain outstanding and continue to accrue interest Debenture for partial redemption in accordance with such notice, this Debenture shall be replaced with a new Debenture evidencing the terms and conditions hereinremaining Principal Amount.

Early Redemption. The Company shallat its option and in its sole discretion shall have the right, subject but not the obligation, at any time or times commencing six (6) months after the Issuance Date to redeem (“Optional Redemption”) early a portion or all amounts outstanding under this Note in cash at the Redemption Amount as described in this Section; provided that the Company provides the Holder with at least 10 Scheduled Trading Days’ prior consent written notice (each, a “Redemption Notice”) of the Applicable Regulator, redeem this Surplus Note, in full or in part, prior its desire to the Maturity Date, in accordance with the provisions below. If the Reference Notes are to be repurchased, in whole or in part, due to exercise an Optional Call or a Fundamental Change, Redemption. Each Redemption Notice shall be irrevocable and shall specify the Company shall use its reasonable best efforts to obtain date for the consent of the Applicable Regulator to redeem the Repurchase Optional Redemption Portion of this Surplus Note prior to the applicable Repurchase Date, or as soon as reasonably practicable thereafter, in an amount not to exceed the applicable Repurchase Redemption Price. Following receipt of consent of the Applicable Regulator, on the Business Day prior to the applicable Repurchase Date (the “Repurchase Redemption Date”), the Company outstanding Principal of the Notes to be redeemed and the Redemption Amount applicable to such Principal. The “Redemption Amount” shall redeem the Repurchase Redemption Portion of this Surplus Note for be an amount (the “Repurchase Redemption Price”) equal to the applicable Repurchase Amount, or such lesser amount approved outstanding Principal actually being redeemed by the Applicable Regulator, and shall in addition pay Company (after giving effect to any conversions with a Conversion Date prior to the Holder Redemption Date) on the Redemption Date, plus all accrued and unpaid interest in respect of such on the Principal amount being redeemed amount accruing from (and including) by the immediately preceding Interest Payment Date throughCompany to, but excluding, such Repurchase Redemption Date. If the Applicable Regulator does not approve such redemption, or approves payment of a lesser amount, then the Company shall pay to the Holder the amount so approved and the Repurchase Redemption Portion of this Surplus Note shall remain outstanding and unredeemed to the extent of such unapproved amount and interest shall continue to accrue and be due and payable thereon on each Interest Payment Date following the Repurchase Redemption Date, and the Company shall use its reasonable best efforts to obtain the consent of the Applicable Regulator to redeem the unapproved amount as soon as reasonably practicable following the Repurchase relevant Redemption Date. The Holder may elect to convert all or any portion of this Surplus the outstanding Principal of the Note not so redeemed shall remain outstanding plus all accrued and continue unpaid Interest to, but excluding, the relevant Conversion Date by delivering to accrue interest the Company a Conversion Notice in accordance with Section 4(b) hereof prior to the terms and conditions hereinRedemption Date. Following On the occurrence of a Material Conversion, the Company shall use its reasonable best efforts to obtain the consent of the Applicable Regulator to redeem the Conversion Redemption Portion of this Surplus Note in an amount not to exceed the Conversion Redemption Price. Following receipt of consent of the Applicable Regulator, on the Conversion Redemption Date, the Company shall redeem the Conversion Redemption Portion of this Surplus Note for an amount (the “Conversion Redemption Price”) equal to the applicable Material Conversion Amount or such lesser amount approved by the Applicable Regulator, and shall in addition pay to the Holder all unpaid interest in respect of such redeemed amount accruing from (and including) the immediately preceding Interest Payment Date through, but excluding, such redemption date, if and to the extent that holders of the Reference Notes converted in connection with the Material Conversion are entitled to accrued and unpaid interest with respect to such Reference Notes. If the Applicable Regulator does not approve such redemption, or approves payment of a lesser amount, then the Company shall pay deliver to the Holder the amount so approved and the Conversion Redemption Portion of this Surplus Note shall remain outstanding and unredeemed Amount by wire transfer in immediately available funds to the extent of Holder’s account specified for such unapproved amount and interest shall continue purpose by the Holder to accrue and be due and payable thereon on each Interest Payment Date following the Conversion Redemption Date, and Company. Upon request from the Company by notice to the Holder, the Holder shall use promptly surrender this Note to a nationally recognized overnight delivery service for delivery to the Company, or in the case of its reasonable best efforts loss, theft or destruction, shall provide an indemnification undertaking reasonably satisfactory to obtain the consent of the Applicable Regulator Company with respect to redeem the unapproved amount as soon as reasonably practicable following the Conversion Redemption Date. The portion of this Surplus Note not so redeemed shall remain outstanding and continue to accrue interest in accordance with the terms and conditions hereinNote.