Common use of Operative Agreements Clause in Contracts

Operative Agreements. The Preferred Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the “Guarantee”) pursuant and subject to the Guarantee Agreement (the “Guarantee Agreement”), to be dated as of the Closing Date and executed and delivered by the Company and Wilmington Trust Company, as guarantee trustee (the “Guarantee Trustee”), for the benefit from time to time of the holders of the Preferred Securities. The entire proceeds from the sale by the Trust to the holders of the Preferred Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the “Common Securities”), and shall be used by the Trust to purchase SEVEN MILLION TWO HUNDRED SEVENTEEN THOUSAND AND 00/100 ($7,217,000) DOLLARS in principal amount of the Floating Rate Junior Subordinated Notes (the “Junior Subordinated Notes”) of the Company. The Preferred Securities and the Common Securities of the Trust shall be issued pursuant to an Amended and Restated Trust Agreement among Wilmington Trust Company, as property trustee (the “Property Trustee”), and as Delaware trustee (the “Delaware Trustee”) the Administrative Trustees named therein and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agent (the “Trust Agreement”). The Junior Subordinated Notes shall be issued pursuant to an Indenture (the “Indenture”), to be dated as of the Closing Date, between the Company and Wilmington Trust Company, as indenture trustee (the “Indenture Trustee”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the “Operative Documents.” The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “Securities.” All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.

Operative Agreements. The Preferred Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the “"Guarantee”") pursuant and subject to the Guarantee Agreement (the “"Guarantee Agreement”"), to be dated as of the Closing Date and executed and delivered by the Company and Wilmington Trust Company, as guarantee trustee (the “"Guarantee Trustee”"), for the benefit from time to time of the holders of the Preferred Securities. The entire proceeds from the sale by the Trust to the holders of the Preferred Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the “"Common Securities”"), and shall be used by the Trust to purchase SEVEN MILLION TWO HUNDRED SEVENTEEN THOUSAND AND 00/100 ($7,217,000) DOLLARS in principal amount of the Floating Rate Junior Subordinated Notes (the “"Junior Subordinated Notes”") of the Company. The Preferred Securities and the Common Securities of the Trust shall be issued pursuant to an Amended and Restated Trust Agreement among Wilmington Trust Company, as property trustee (the “"Property Trustee”"), and as Delaware trustee (the “"Delaware Trustee”") the Administrative Trustees named therein and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agent (the “"Trust Agreement”"). The Junior Subordinated Notes shall be issued pursuant to an Indenture (the “"Indenture”"), to be dated as of the Closing Date, between the Company and Wilmington Trust Company, as indenture trustee (the “"Indenture Trustee”"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the “"Operative Documents.” " The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “"Securities.” " All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.

Operative Agreements. The Preferred Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the “"Guarantee”") pursuant and subject to the Guarantee Agreement (the “"Guarantee Agreement”"), to be dated as of the Closing Date and executed and delivered by the Company and Wilmington Trust CompanyJPMorgan Chase Bank, National Association ("Chase"), as guarantee trustee (the “"Guarantee Trustee”"), for the benefit from time to time of the holders of the Preferred Capital Securities. The entire proceeds from the sale by the Trust to the holders Purchaser of the Preferred Capital Securities shall be combined with the entire proceeds from the concurrent sale by the Trust to the Company of its common securities (the “"Common Securities”"), and shall be used by the Trust to purchase SEVEN MILLION TWO HUNDRED SEVENTEEN THOUSAND AND 00/100 ($7,217,000) DOLLARS 13,403,000 in principal amount of the Floating Rate Junior Subordinated Notes Deferrable Interest Debentures (the “Junior Subordinated Notes”"Debentures") of the Company. The Preferred Capital Securities and the Common Securities of for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust Agreement among Wilmington Trust CompanyChase, as property Delaware Trustee (the "Delaware Trustee"), Chase, as institutional trustee (the “Property "Institutional Trustee”"), and as Delaware trustee (the “Delaware Trustee”) administrators of the Administrative Trustees Trust named therein therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agent (the “"Trust Agreement”"). The Junior Subordinated Notes Debentures shall be issued pursuant to an Indenture (the “"Indenture”"), to be dated as of the Closing Date, between the Company and Wilmington Trust CompanyChase, as indenture trustee (the “"Indenture Trustee”"). The This Agreement and the documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the “"Operative Documents.” The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “Securities.” All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture."

Operative Agreements. The Preferred Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the “Guarantee”) pursuant and subject to the Guarantee Agreement (the “Guarantee Agreement”), to be dated as of the Closing Date and executed and delivered by the Company and Wilmington Trust CompanyCompany (“WTC”), as guarantee trustee (the “Guarantee Trustee”), for the benefit from time to time of the holders of the Preferred Capital Securities. The entire proceeds from the sale by the Trust to the holders Purchaser of the Preferred Capital Securities shall be combined with the entire proceeds from the concurrent sale by the Trust to the Company of its common securities (the “Common Securities”), and shall be used by the Trust to purchase SEVEN MILLION TWO HUNDRED SEVENTEEN THOUSAND AND 00/100 ($7,217,000) DOLLARS 25,774,000 in principal amount of the Fixed/Floating Rate Junior Subordinated Notes Deferrable Interest Debentures (the “Junior Subordinated NotesDebentures”) of the Company. The Preferred obligations of the Company under the Indenture and the Guarantee shall be fully and unconditionally guaranteed by American Safety Insurance Holdings, Ltd., an exempted company organized with limited liability under the laws of Bermuda and the direct parent of the Company (the “Parent”) pursuant and subject to the Parent Guarantee Agreement (the “Parent Guarantee”), to be dated as of the Closing Date and executed and delivered by the Parent and WTC, as trustee (the “Parent Guarantee Trustee”). The Capital Securities and the Common Securities of for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust Agreement among Wilmington Trust CompanyWTC, as property trustee (the “Property Trustee”), and as Delaware trustee Trustee (the “Delaware Trustee”) ), WTC, as institutional trustee (the Administrative Trustees “Institutional Trustee”), the administrators of the Trust named therein therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agent Agents (the “Trust Agreement”). The Junior Subordinated Notes Debentures shall be issued pursuant to an Indenture (the “Indenture”), to be dated as of the Closing Date, between the Company and Wilmington Trust CompanyWTC, as indenture trustee (the “Indenture Trustee”). The This Agreement and the documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the “Operative Documents.” The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “Securities.” All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.”

Operative Agreements. The Preferred Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the “Guarantee”) pursuant and subject to the Guarantee Agreement (the “Guarantee Agreement”), to be dated as of the Closing Date and executed and delivered by the Company and Wilmington Trust Company, as guarantee trustee (the “Guarantee Trustee”), for the benefit from time to time of the holders of the Preferred Securities. The entire proceeds from the sale by the Trust to the holders of the Preferred Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the “Common Securities”), and shall be used by the Trust to purchase SEVEN FIFTEEN MILLION TWO FOUR HUNDRED SEVENTEEN SIXTY-FOUR THOUSAND AND 00/100 ($7,217,00015,464,000) DOLLARS in principal amount of the Floating Rate Junior Subordinated Notes (the “Junior Subordinated Notes”) of the Company. The Preferred Securities and the Common Securities of the Trust shall be issued pursuant to an Amended and Restated Trust Agreement among Wilmington Trust Company, as property trustee (the “Property Trustee”), and as Delaware trustee (the “Delaware Trustee”) the Administrative Trustees named therein and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agent (the “Trust Agreement”). The Junior Subordinated Notes shall be issued pursuant to an Indenture (the “Indenture”), to be dated as of the Closing Date, between the Company and Wilmington Trust Company, as indenture trustee (the “Indenture Trustee”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the “Operative Documents.” The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “Securities.” All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.

Operative Agreements. The Preferred Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the “"Guarantee”") pursuant and subject to the Guarantee Agreement (the “"Guarantee Agreement”"), to be dated as of the Closing Date and executed and delivered by the Company and Wilmington Trust CompanyCompany ("WTC"), as guarantee trustee (the “"Guarantee Trustee”"), for the benefit from time to time of the holders of the Preferred Capital Securities. The entire proceeds from the sale by the Trust to the holders Purchaser of the Preferred Capital Securities shall be combined with the entire proceeds from the concurrent sale by the Trust to the Company of its common securities (the “"Common Securities”"), and shall be used by the Trust to purchase SEVEN MILLION TWO HUNDRED SEVENTEEN THOUSAND AND 00/100 ($7,217,000) DOLLARS 13,403,000 in principal amount of the Fixed/Floating Rate Junior Subordinated Notes Deferrable Interest Debentures (the “Junior Subordinated Notes”"Debentures") of the Company. The Preferred Capital Securities and the Common Securities of for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust Agreement among Wilmington Trust CompanyWTC, as property Delaware Trustee (the "Delaware Trustee"), WTC, as institutional trustee (the “Property "Institutional Trustee”"), and as Delaware trustee (the “Delaware Trustee”) administrators of the Administrative Trustees Trust named therein therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agent Agents (the “"Trust Agreement”"). The Junior Subordinated Notes Debentures shall be issued pursuant to an Indenture (the “"Indenture”"), to be dated as of the Closing Date, between the Company and Wilmington Trust CompanyWTC, as indenture trustee (the “"Indenture Trustee”"). The This Agreement and the documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the “"Operative Documents.” The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “Securities.” All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture."

Operative Agreements. The Preferred Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the “Guarantee”) pursuant and subject to the Guarantee Agreement (the “Guarantee Agreement”), to be dated as of the Closing Date and executed and delivered by the Company and Wilmington Trust Company, as guarantee trustee (the “Guarantee Trustee”), for the benefit from time to time of the holders of the Preferred Securities. The entire proceeds from the sale by the Trust to the holders of the Preferred Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the “Common Securities”), and shall be used by the Trust to purchase SEVEN TEN MILLION TWO THREE HUNDRED SEVENTEEN TEN THOUSAND AND 00/100 ($7,217,00010,310,000) DOLLARS in principal amount of the Floating Rate Junior Subordinated Notes (the “Junior Subordinated Notes”) of the Company. The Preferred Securities and the Common Securities of the Trust shall be issued pursuant to an Amended and Restated Trust Agreement among Wilmington Trust Company, as property trustee (the “Property Trustee”), and Wilmington Trust Company, as Delaware trustee (the “Delaware Trustee”) ), the Administrative Trustees named therein and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agent (the “Trust Agreement”). The Junior Subordinated Notes shall be issued pursuant to an Indenture (the “Indenture”), to be dated as of the Closing Date, between the Company and Wilmington Trust Company, as indenture trustee (the “Indenture Trustee”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the “Operative Documents.” The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “Securities.” All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.

Operative Agreements. The Preferred Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the “Guarantee”) pursuant and subject to the Guarantee Agreement (the “Guarantee Agreement”), to be dated as of the Closing Date and executed and delivered by the Company and Wilmington Trust Company, as guarantee trustee (the “Guarantee Trustee”), for the benefit from time to time of the holders of the Preferred Securities. The entire proceeds from the sale by the Trust to the holders of the Preferred Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the “Common Securities”), and shall be used by the Trust to purchase SEVEN FIVE MILLION TWO ONE HUNDRED SEVENTEEN FIFTY-FIVE THOUSAND AND 00/100 ($7,217,0005,155,000) DOLLARS in principal amount of the Floating Rate Junior Subordinated Notes (the “Junior Subordinated Notes”) of the Company. The Preferred Securities and the Common Securities of the Trust shall be issued pursuant to an Amended and Restated Trust Agreement among Wilmington Trust Company, as property trustee (the “Property Trustee”), and as Delaware trustee (the “Delaware Trustee”) ), the Administrative Trustees named therein and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agent (the “Trust Agreement”). The Junior Subordinated Notes shall be issued pursuant to an Indenture (the “Indenture”), to be dated as of the Closing Date, between the Company and Wilmington Trust Company, as indenture trustee (the “Indenture Trustee”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the “Operative Documents.” The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “Securities.” All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.

Operative Agreements. The Preferred Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the “Guarantee”) pursuant and subject to the Guarantee Agreement (the “Guarantee Agreement”), to be dated as of the Closing Date and executed and delivered by the Company and Wilmington Trust Company, as guarantee trustee (the “Guarantee Trustee”), for the benefit from time to time of the holders of the Preferred Securities. The entire proceeds from the sale by the Trust to the holders of the Preferred Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the “Common Securities”), and shall be used by the Trust to purchase SEVEN TEN MILLION TWO THREE HUNDRED SEVENTEEN TEN THOUSAND AND 00/100 ($7,217,00010,310,000) DOLLARS in principal amount of the Floating Rate Junior Subordinated Notes (the “Junior Subordinated Notes”) of the Company. The Preferred Securities and the Common Securities of the Trust shall be issued pursuant to an Amended and Restated Trust Agreement among Wilmington Trust Company, as property trustee (the “Property Trustee”), and as Delaware trustee (the “Delaware Trustee”) the Administrative Trustees named therein and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agent (the “Trust Agreement”). The Junior Subordinated Notes shall be issued pursuant to an Indenture (the “Indenture”), to be dated as of the Closing Date, between the Company and Wilmington Trust Company, as indenture trustee (the “Indenture Trustee”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the “Operative Documents.” The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “Securities.” All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.

Operative Agreements. The Preferred Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the “"Guarantee”") pursuant and subject to the Guarantee Agreement (the “"Guarantee Agreement”"), to be dated as of the Closing Date and executed and delivered by the Company and Wilmington Deutsche Bank Trust CompanyCompany Americas, as guarantee trustee (the “"Guarantee Trustee”"), for the benefit from time to time of the holders of the Preferred Securities. The entire proceeds from the sale by the Trust to the holders of the Preferred Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the “"Common Securities”"), and shall be used by the Trust to purchase SEVEN FOUR MILLION TWO SIX HUNDRED SEVENTEEN FORTY THOUSAND AND 00/100 ($7,217,0004,640,000) DOLLARS in principal amount of the Floating Rate Junior Subordinated Notes (the “"Junior Subordinated Notes”") of the Company. The Preferred Securities and the Common Securities of the Trust shall be issued pursuant to an Amended and Restated Trust Agreement among Wilmington Deutsche Bank Trust CompanyCompany Americas, as property trustee (the “"Property Trustee”"), and as Delaware trustee (the “Delaware Trustee”) the Administrative Trustees named therein and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agent (the “"Trust Agreement”"). The Junior Subordinated Notes shall be issued pursuant to an Indenture (the “"Indenture”"), to be dated as of the Closing Date, between the Company and Wilmington Deutsche Bank Trust CompanyCompany Americas, as indenture trustee (the “"Indenture Trustee”"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the “"Operative Documents.” " The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “"Securities.” " All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.

Operative Agreements. The Preferred Securities Agent (for itself and on behalf of the Lenders) agrees that, in the event the Agent or any Lender pursues any remedies available to them under the Credit Agreement, the Notes, this Agreement, the Security Agreement, the Mortgage Instruments or under any other Operative Agreement, neither the Lenders nor the Agent shall have any recourse against any Exculpated Person, for any deficiency, loss or Claim for monetary damages or otherwise resulting therefrom, and recourse shall be fully had solely and unconditionally guaranteed on a subordinated basis by exclusively against the Company Trust Estate and the Lessee (with respect to distributions the Lessee's obligations under the Lease, the Participation Agreement and amounts payable upon liquidationthe Agency Agreement); but nothing contained herein shall be taken to prevent recourse against or the enforcement of remedies against the Trust Estate in respect of any and all liabilities, redemption obligations and undertakings contained herein, in the Credit Agreement, in the Notes, in the Security Agreement, the Mortgage Instruments or repayment in any other Operative Agreement. Notwithstanding the provisions of this Section, nothing in this Agreement, the Credit Agreement, the Notes, the Security Agreement, the Mortgage Instruments or any other Operative Agreement shall: (i) constitute a waiver, release or discharge of any indebtedness or obligation evidenced by the “Guarantee”Notes or arising under this Agreement, the Security Agreement, the Mortgage Instruments or the Credit Agreement or secured by the Security Agreement, the Mortgage Instruments or any other Operative Agreement, but the same shall continue until paid or discharged; (ii) pursuant relieve the Lessor or any Exculpated Person from liability and subject responsibility for (but only to the Guarantee Agreement (the “Guarantee Agreement”), to be dated as extent of the Closing Date damages arising by reason of): (a) active waste knowingly committed by such Lessor or such Exculpated Person with respect to the Properties or (b) any fraud, gross negligence, willful misconduct or willful breach on the part of such Lessor or such Exculpated Person; (iii) relieve such Lessor or such Exculpated Person from liability and executed and responsibility for (but only to the extent of the moneys misappropriated, misapplied or not turned over) (a) misappropriation or misapplication by such Lessor (I.E., application in a manner contrary to any Operative Agreement) of any insurance proceeds or condemnation award paid or delivered to such Lessor by any Person other than the Agent, (b) any deposits or any escrows or amounts owed by the Company and Wilmington Trust Company, as guarantee trustee Lessee under the Agency Agreement held by such Lessor or (the “Guarantee Trustee”), for the benefit from time to time of the holders of the Preferred Securities. The entire proceeds c) any rents or other income received by such Lessor from the sale by the Trust Lessee that are not turned over to the holders of Agent; or (iv) affect or in any way limit the Preferred Securities shall be combined Agent's rights and remedies under any Operative Agreement with the entire proceeds from the sale by the Trust respect to the Company of Rents and its common securities (rights thereunder or its right to obtain a judgment against the “Common Securities”), and shall be used by the Trust to purchase SEVEN MILLION TWO HUNDRED SEVENTEEN THOUSAND AND 00/100 ($7,217,000) DOLLARS in principal amount of the Floating Rate Junior Subordinated Notes (the “Junior Subordinated Notes”) of the Company. The Preferred Securities and the Common Securities of the Trust shall be issued pursuant to an Amended and Restated Trust Agreement among Wilmington Trust Company, as property trustee (the “Property Trustee”), and as Delaware trustee (the “Delaware Trustee”) the Administrative Trustees named therein and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agent (the “Trust Agreement”). The Junior Subordinated Notes shall be issued pursuant to an Indenture (the “Indenture”), to be dated as of the Closing Date, between the Company and Wilmington Trust Company, as indenture trustee (the “Indenture Trustee”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the “Operative Documents.” The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “Securities.” All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them Lessor's interest in the IndentureProperties.

Operative Agreements. The Preferred Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the “"Guarantee”") pursuant and subject to the Guarantee Agreement (the “"Guarantee Agreement”"), to be dated as of the Closing Date and executed and delivered by the Company and Wilmington Trust CompanyCompany ("WTC"), as guarantee trustee (the “"Guarantee Trustee”"), for the benefit from time to time of the holders of the Preferred Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Preferred Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the “"Common Securities”"), and shall be used by the Trust to purchase SEVEN MILLION TWO HUNDRED SEVENTEEN THOUSAND AND 00/100 ($7,217,000) DOLLARS 23,712,000.00 in principal amount of the Fixed/Floating Rate Junior Subordinated Notes Deferrable Interest Debentures (the “Junior Subordinated Notes”"Debentures") of the Company. The Preferred Capital Securities and the Common Securities of for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust Agreement among Wilmington Trust CompanyWTC, as property trustee (the “Property Trustee”), and as Delaware trustee (the “"Delaware Trustee”) "), WTC, as institutional trustee (the Administrative Trustees "Institutional Trustee"), the Administrators named therein therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agent Agents (the “"Trust Agreement”"). The Junior Subordinated Notes Debentures shall be issued pursuant to an Indenture (the “"Indenture”"), to be dated as of the Closing Date, between the Company and Wilmington Trust CompanyWTC, as indenture trustee (the “"Indenture Trustee”"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the “"Operative Documents.” The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “Securities.” All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture."

Operative Agreements. The Preferred Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the “Guarantee”) pursuant and subject to the Guarantee Agreement (the “Guarantee Agreement”), to be dated as of the Closing Date and executed and delivered by the Company and Wilmington Trust CompanyCompany (“WTC”), as guarantee trustee (the “Guarantee Trustee”), for the benefit from time to time of the holders of the Preferred Capital Securities. The entire proceeds Spectrum Shares from the sale by the Trust to the holders of the Preferred Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the “Common Securities”), and shall be used by the Trust to purchase SEVEN MILLION TWO HUNDRED SEVENTEEN THOUSAND AND 00/100 ($7,217,000) DOLLARS 15,464,000.00 in principal amount of the Floating Fixed Rate Junior Subordinated Notes Deferrable Interest Debentures (the “Junior Subordinated NotesDebentures”) of the Company. The Preferred Capital Securities and the Common Securities of for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust Agreement among Wilmington Trust CompanyWTC, as property trustee (the “Property Trustee”), and as Delaware trustee (the “Delaware Trustee”) ), WTC, as institutional trustee (the Administrative Trustees “Institutional Trustee”), the Administrators named therein therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agent (the “Trust Agreement”). The Junior Subordinated Notes Debentures shall be issued pursuant to an Indenture (the “Indenture”), to be dated as of the Closing Date, between the Company and Wilmington Trust CompanyWTC, as indenture trustee (the “Indenture Trustee”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the “Operative Documents.” The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “Securities.” All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.”

Operative Agreements. The Preferred Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the “"Guarantee”") pursuant and subject to the Guarantee Agreement (the “"Guarantee Agreement”"), to be dated as of the Closing Date date hereof and executed and delivered by the Company and Wilmington Trust Company, as guarantee trustee (the “"Guarantee Trustee”"), for the benefit from time to time of the holders of the Preferred Securities. The entire proceeds from the sale by the Trust to the holders of the Preferred Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its Series A and Series B common securities (the “"Common Securities”"), and shall be used by the Trust to purchase SEVEN THIRTY TWO MILLION TWO NINE HUNDRED SEVENTEEN NINETY THOUSAND AND 00/100 ($7,217,00032,990,000) DOLLARS in principal amount of the Series A and Series B Floating Rate Junior Subordinated Notes (the “"Junior Subordinated Notes”") of the Company. The Preferred Securities and the Common Securities of the Trust shall be issued pursuant to an Amended and Restated Trust Agreement among Wilmington Trust Company, as property trustee (the “"Property Trustee”"), and Wilmington Trust Company, as Delaware trustee (the “"Delaware Trustee”) "), the Administrative Trustees named therein and the Company, to be dated as of the Closing Date date hereof and in substantially the form heretofore delivered to the Placement Agent (the “"Trust Agreement”"). The Junior Subordinated Notes shall be issued pursuant to an Indenture (the “"Indenture”"), to be dated as of the Closing Datedate hereof, between the Company and Wilmington Trust Company, as indenture trustee (the “"Indenture Trustee”"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the “"Operative Documents.” " The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “"Securities.” " All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.

Operative Agreements. The Preferred Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the “Guarantee”) pursuant and subject to the Guarantee Agreement (the “Guarantee Agreement”), to be dated as of the Closing Date and executed and delivered by the Company Company, as guarantor, and Wilmington Trust Company, as guarantee trustee (the “Guarantee Trustee”), for the benefit from time to time of the holders of the Preferred Securities. The entire proceeds from the sale by the Trust to the holders of the Preferred Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the “Common Securities”), and shall be used by the Trust to purchase SEVEN TEN MILLION TWO THREE HUNDRED SEVENTEEN TEN THOUSAND AND 00/100 ($7,217,00010,310,000) DOLLARS in principal amount of the Floating Rate Junior Subordinated Notes (the “Junior Subordinated Notes”) of the Company. The Preferred Securities and the Common Securities of the Trust shall be issued pursuant to an Amended and Restated Trust Agreement among Wilmington Trust Company, as property trustee (the “Property Trustee”), and Wilmington Trust Company, as Delaware trustee (the “Delaware Trustee”) , the Administrative Trustees named therein and the Company, as depositor, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agent (the “Trust Agreement”). The Junior Subordinated Notes shall be issued pursuant to an Indenture (the “Indenture”), to be dated as of the Closing Date, between the Company and Wilmington Trust Company, as indenture trustee (the “Indenture Trustee”). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the “Operative Documents.” The Preferred Securities, the Common Securities and the Junior Subordinated Notes are collectively referred to as the “Securities.” All other capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Indenture.