Common use of Failure to Make Payments Clause in Contracts

Failure to Make Payments. In the event of an Event of Default under Section 5(d) or Section 5(e) above, the Company will, upon demand of the holder of this Subordinated Note, pay to the holder of this Subordinated Note the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of the Subordinated Note in any manner), with interest on the overdue principal and interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the holder of this Subordinated Note may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company. Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note, or an Event of Default until such Event of Default is cured by the Company, except as may be required by any federal or state government agency, the Company shall not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock; (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company's common stock; (ii) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a 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; (iv) 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 (v) purchases of any class of the Company's common stock related to the issuance of common stock or rights under any benefit plans for the Company's directors, officers or employees or any of the Company's dividend reinvestment plans.

Failure to Make Payments. In the event of an Event any failure by the Company to make any required payment of Default under Section 5(d) principal or Section 5(e) aboveinterest on this Subordinated Note (and in the case of payment of interest, such failure to pay shall have continued for 30 calendar days), the Company will, upon demand of the holder of this Subordinated NoteNoteholders, pay to the holder of this Subordinated Note Noteholders the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of the this Subordinated Note in any manner), with interest on the overdue principal and interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the holder of this Subordinated Note Noteholders may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company. Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note, or an Event of Default until such Event of Default is cured by the CompanyCompany or waived pursuant to Section 17 of this Subordinated Note, the Company shall not, except as may be required by any federal or state government governmental agency, the Company shall not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's ’s capital stock; (b) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company's ’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' ’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company's ’s capital stock or the exchange or conversion of one class or series of the Company's ’s capital stock for another class or series of the Company's ’s capital stock; (iv) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company's ’s common stock related to the issuance of common stock or rights under from any benefit plans for the Company's ’s directors, officers or employees or any of the Company's ’s dividend reinvestment plansplans (the foregoing clauses (i) through (v) are collectively referred to as the “Permitted Dividends”).

Failure to Make Payments. In the event of an Event of Default under Section 5(d) or Section 5(e) above, the Company will, upon demand of the holder of this Subordinated NoteNoteholder, pay to the holder of this Subordinated Note Noteholder the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of the Subordinated Note in any manner), with interest on the overdue principal and interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the holder of this Subordinated Note Noteholder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company. Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note, or an Event of Default until such Event of Default is cured by the Company, except as may be required by any state or federal or state government governmental agency, the Company shall not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's ’s capital stock; (b) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company's ’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' ’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company's ’s capital stock or the exchange or conversion of one class or series of the Company's ’s capital stock for another class or series of the Company's ’s capital stock; (iv) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company's ’s common stock related to the issuance of common stock or rights under any benefit plans for the Company's ’s directors, officers or employees or any of the Company's ’s dividend reinvestment plans.

Failure to Make Payments. In the event of an Event any failure by the Company to make any required payment of Default under Section 5(d) principal or Section 5(e) aboveinterest on this Subordinated Note (and in the case of payment of interest, such failure to pay shall have continued for 30 calendar days), the Company will, upon demand of the holder of this Subordinated NoteNoteholders, pay to the holder of this Subordinated Note Noteholders the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of the this Subordinated Note in any manner), with interest on the overdue principal and interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the holder of this Subordinated Note Noteholders may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company. Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note, or an Event of Default until such Event of Default is cured by the CompanyCompany or waived by the Noteholders in accordance with Section 17 hereof, the Company shall not, except as may be required by any federal or state government governmental agency, the Company shall not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's ’s capital stock; (b) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company's ’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' ’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company's ’s capital stock or the exchange or conversion of one class or series of the Company's ’s capital stock for another class or series of the Company's ’s capital stock; (iv) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company's ’s common stock related to the issuance of common stock or rights under any benefit plans for the Company's ’s directors, officers or employees or any of the Company's ’s dividend reinvestment plans.

Failure to Make Payments. In the event of an Event of Default under Section 5(d6(c), Section 6(d) or Section 5(e) above6(e), the Company will, upon demand of the holder of this Subordinated NoteNoteholder, pay to the holder of this Subordinated Note Noteholder the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of the Subordinated Note in any manner), with interest on the overdue principal and interest at the per annum rate borne by this Subordinated Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the holder of this Subordinated Note Noteholder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company. Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note, Note or an Event of Default Default, until such failure or Event of Default is cured by the CompanyCompany or waived by the Noteholders in accordance with Section 18 hereof, except as may be required by any federal or state government bank regulatory agency, the Company shall not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's ’s capital stock; (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than than: (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company's ’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' ’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company's ’s capital stock or the exchange or conversion of one class or series of the Company's ’s capital stock for another class or series of the Company's ’s capital stock; (iv) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company's ’s common stock related to the issuance of common stock or rights under any benefit plans for the Company's ’s directors, officers or employees or any of the Company's ’s dividend reinvestment plansplans (the foregoing clauses (i) through (v) are collectively referred to as the “Permitted Dividends”).

Failure to Make Payments. In the event of an Event of Default under Section 5(c), Section 5(d) or Section 5(e) above), the Company will, upon demand of the holder of this Subordinated NoteNoteholders, pay to the holder of this Subordinated Note Noteholders the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of the this Subordinated Note in any manner), with interest on the overdue principal and interest at the per annum rate borne by this Subordinated Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the holder of this Subordinated Note Noteholders may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company. Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note, or an Event of Default until such Event of Default is cured by the CompanyCompany or waived by the Noteholders in accordance with Section 17 hereof, the Company shall not, except as may be required by any federal or state government governmental agency, the Company shall not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's ’s capital stock; (b) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company's ’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' ’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company's ’s capital stock or the exchange or conversion of one class or series of the Company's ’s capital stock for another class or series of the Company's ’s capital stock; (iv) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company's ’s common stock related to the issuance of common stock or rights under from any benefit plans for the Company's ’s directors, officers or employees or any of the Company's ’s dividend reinvestment plansplans (the foregoing clauses (i) through (v) are collectively referred to as the “Permitted Dividends”).

Failure to Make Payments. In the event of an Event of Default under Section 5(d6(c), Section 6(d) or Section 5(e6(e) above, the Company will, upon demand of the holder of this Subordinated NoteNoteholder, pay to the holder of this Subordinated Note Noteholder the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of the Subordinated Note in any manner), with interest on the overdue principal and interest at the per annum rate borne by this Subordinated Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the holder of this Subordinated Note may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaidunpaid and such amount as shall be sufficient to cover the reasonable and documented costs and expenses of collection, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company. Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note, or an Event of Default Default, until such Event of Default is cured by the CompanyCompany or waived by the Noteholders in accordance with Section 18 (Waiver and Consent) hereof, except as may be required by any federal or state government bank regulatory agency, the Company shall not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's ’s capital stock; (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than than: (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company's ’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' ’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company's ’s capital stock or the exchange or conversion of one class or series of the Company's ’s capital stock for another class or series of the Company's ’s capital stock; (iv) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company's ’s common stock related to the issuance of common stock or rights under any benefit plans for the Company's ’s directors, officers or employees or any of the Company's ’s dividend reinvestment plansplans (the foregoing clauses (i) through (v) are collectively referred to as the “Permitted Dividends”).

Failure to Make Payments. In the event of an Event of Default under Section 5(d6(c) Section 6(d) or Section 5(e6(e) above, the Company will, upon demand of the holder of this Subordinated NoteNoteholder, pay to the holder of this Subordinated Note Noteholder the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of the Subordinated Note in any manner), with interest on the overdue principal and interest at the per annum rate borne by this Subordinated Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the holder of this Subordinated Note Noteholder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaidunpaid and such amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of such Noteholder, its agents and counsel, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company. Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note, Note or an Event of Default Default, until such failure or Event of Default is cured by the CompanyCompany or waived by the Noteholders in accordance with Section 18 (Waiver and Consent) hereof, except as may be required by any federal or state government bank regulatory agency, the Company shall not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's ’s capital stock; (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or - 44 - redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than than: (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company's ’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' ’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company's ’s capital stock or the exchange or conversion of one class or series of the Company's ’s capital stock for another class or series of the Company's ’s capital stock; (iv) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company's ’s common stock related to the issuance of common stock or rights under any benefit plans for the Company's ’s directors, officers or employees or any of the Company's ’s dividend reinvestment plansplans (including, without limitation, any repurchases or acquisitions in connection with the forfeiture of any stock award, cashless or net exercise of any option, or acceptance of common stock in lieu of an award recipient’s tax obligations under any equity award) (the foregoing clauses (i) through (v) are collectively referred to as the “Permitted Dividends”).

Failure to Make Payments. In the event of an Event of Default under Section 5(d6(c), Section 6(d) or Section 5(e) above6(e), the Company will, upon demand of the holder Noteholder of this Subordinated Note, pay to the holder Noteholder of this Subordinated Note the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of the this Subordinated Note in any manner), with interest on the overdue principal and interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the holder Noteholder of this Subordinated Note may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company. Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note, or an Event of Default until such Event of Default is cured by the CompanyCompany or waived by the Noteholders in accordance with Section 17 hereof, the Company shall not, except as may be required by any federal or state government governmental agency, the Company shall not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's ’s capital stock; (b) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company's ’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' ’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company's ’s capital stock or the exchange or conversion of one class or series of the Company's ’s capital stock for another class or series of the Company's ’s capital stock; (iv) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company's ’s common stock related to the issuance of common stock or rights under any benefit plans for the Company's ’s directors, officers or employees or any of the Company's ’s dividend reinvestment plans.

Failure to Make Payments. In the event of an Event of Default under Section 5(d6(c), Section 6(d) or Section 5(e) above6(e), the Company will, upon demand of the holder of this Subordinated NoteNoteholder, pay to the holder of this Subordinated Note Noteholder the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of the this Subordinated Note in any manner), with interest on the overdue principal and interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the holder of this Subordinated Note Noteholder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company. Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note, or an Event of Default until such Event of Default is cured by the CompanyCompany or waived by the Noteholders in accordance with Section 17 hereof, the Company shall not, except as may be required by any federal or state government governmental agency, the Company shall not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's ’s capital stock; (b) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company's ’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' ’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company's ’s capital stock or the exchange or conversion of one class or series of the Company's ’s capital stock for another class or series of the Company's ’s capital stock; (iv) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company's ’s common stock related to the issuance of common stock or rights under any benefit plans for the Company's ’s directors, officers or employees or any of the Company's ’s dividend reinvestment plansplans (the foregoing clauses (i) through (v) are collectively referred to as “Permitted Dividends”).

Failure to Make Payments. In the event of an Event of Default under Section 5(d6(d) or Section 5(e6(e) above, the Company will, upon demand of the holder of this Subordinated NoteNoteholder, pay to the holder of this Subordinated Note Noteholder the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of the Subordinated Note in any manner), with interest on the overdue principal and interest at the per annum rate borne by this Subordinated Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the holder of this Subordinated Note Noteholder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company. Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note, or an Event of Default Default, until such Event of Default is cured by the CompanyCompany or waived by the Noteholders in accordance with Section 18 (Waiver and Consent) hereof, except as may be required by any federal or state government bank regulatory agency, the Company shall not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's ’s capital stock; (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than than: (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company's ’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' ’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company's ’s capital stock or the exchange or conversion of one class or series of the Company's ’s capital stock for another class or series of the Company's ’s capital stock; (iv) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company's ’s common stock related to the issuance of common stock or rights under any benefit plans for the Company's ’s directors, officers or employees or any of the Company's ’s dividend reinvestment plansplans (including, without limitation, any repurchases or acquisitions in connection with the forfeiture of any stock award, cashless or net exercise of any option, or acceptance of common stock in lieu of an award recipient’s tax obligations under any equity award) (the foregoing clauses (i) through (v) are collectively referred to as the “Permitted Dividends”). The limitations imposed by the provisions of this Section 7 shall apply whether or not the Noteholder has notified the Company of an Event of Default.

Failure to Make Payments. In the event of an Event of Default under Section 5(d) or Section 5(e) above, the Company will, upon demand of the holder of this Subordinated NoteNoteholder, pay to the holder of this Subordinated Note Noteholder the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of the Subordinated Note in any manner), with interest on the overdue principal and interest at the per annum rate borne by this Subordinated Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the holder of this Subordinated Note Noteholder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company. Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note, or an Event of Default Default, until such Event of Default is cured by the CompanyCompany or waived by the Noteholders in accordance with Section 17 (Waiver and Consent) hereof, except as may be required by any federal or state government bank regulatory agency, the Company shall not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's ’s capital stock; (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than than: (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company's ’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' ’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company's ’s capital stock or the exchange or conversion of one class or series of the Company's ’s capital stock for another class or series of the Company's ’s capital stock; (iv) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company's ’s common stock related to the issuance of common stock or rights under any benefit plans for the Company's ’s directors, officers or employees or any of the Company's ’s dividend reinvestment plansplans (including, without limitation, any repurchases or acquisitions in connection with the forfeiture of any stock award, cashless or net exercise of any option, or acceptance of common stock in lieu of an award recipient’s tax obligations under any equity award) (the foregoing clauses (i) through (v) are collectively referred to as the “Permitted Dividends”). The limitations imposed by the provisions of this Section 6 shall apply whether or not the Noteholder has notified the Company of an Event of Default.

Failure to Make Payments. In the event of an Event of Default under Section 5(d6(c) Section 6(d) or Section 5(e6(e) above, the Company will, upon demand of the holder of this Subordinated NoteNoteholder, pay to the holder of this Subordinated Note Noteholder the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of the Subordinated Note in any manner), with interest on the overdue principal and interest at the per annum rate borne by this Subordinated Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the holder of this Subordinated Note Noteholder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaidunpaid and such amount as shall be sufficient to cover the reasonable costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of such Noteholder, its agents and counsel, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company. Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note, Note or an Event of Default Default, until such failure or Event of Default is cured by the CompanyCompany or waived by the Noteholders in accordance with Section 18 (Waiver and Consent) hereof, except as may be required by any federal or state government bank regulatory agency, the Company shall not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's ’s capital stock; (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than than: (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company's ’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' ’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company's ’s capital stock or the exchange or conversion of one class or series of the Company's ’s capital stock for another class or series of the Company's ’s capital stock; (iv) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company's ’s common stock related to the issuance of common stock or rights under any benefit plans for the Company's ’s directors, officers or employees or any of the Company's ’s dividend reinvestment plansplans (including, without limitation, any repurchases or acquisitions in connection with the forfeiture of any stock award, cashless or net exercise of any option, or acceptance of common stock in lieu of an award recipient’s tax obligations under any equity award) (the foregoing clauses (i) through (v) are collectively referred to as the “Permitted Dividends”).

Failure to Make Payments. In the event of an Event any failure by the Company to make any required payment of Default under Section 5(d) principal or Section 5(e) aboveinterest on this Senior Note (and in the case of payment of interest, such failure to pay shall have continued for 30 calendar days), the Company will, upon demand of the holder of this Subordinated NoteNoteholders, pay to the holder of this Subordinated Note Noteholders the amount then due and payable on this Subordinated Senior Note for principal and interest (without acceleration of the Subordinated this Senior Note in any manner), with interest on the overdue principal and interest at the rate per annum borne by this Subordinated Senior Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the holder of this Subordinated Note Noteholders may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company. Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Senior Note, or an Event of Default until such Event of Default is cured by the CompanyCompany or waived by the Noteholders in accordance with Section 17 hereof, the Company shall not, except as may be required by any federal or state government governmental agency, the Company shall not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's ’s capital stock; (b) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Senior Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Senior Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company's ’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' ’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company's ’s capital stock or the exchange or conversion of one class or series of the Company's ’s capital stock for another class or series of the Company's ’s capital stock; (iv) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company's ’s common stock related to the issuance of common stock to, under or rights under from any benefit plans for the Company's ’s directors, officers or employees or any of the Company's ’s dividend reinvestment plansplans (the foregoing clauses of (i) through (v) are collectively referred to as the “Permitted Dividends”).

Failure to Make Payments. In the event of an Event of Default under Section 5(c), Section 5(d) or Section 5(e) above, the Company will, upon demand of the holder Noteholder of this Subordinated Note, pay to the holder Noteholder of this Subordinated Note the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of the this Subordinated Note in any manner), with interest on the overdue principal and interest at the per annum rate borne by this Subordinated Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the holder Noteholder of this Subordinated Note may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company. Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note, or an Event of Default until such Event of Default is cured by the CompanyCompany or waived by the Noteholders in accordance with Section 16, the Company shall not, except as may be required by any federal or state government governmental agency, the Company shall not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's ’s capital stock; (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company's ’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' ’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company's ’s capital stock or the exchange or conversion of one class or series of the Company's ’s capital stock for another class or series of the Company's ’s capital stock; (iv) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company's ’s common stock related to the issuance of common stock or rights under any benefit plans for the Company's ’s directors, officers or employees or any of the Company's ’s dividend reinvestment plansplans (the foregoing clauses (i) through (v) are collectively referred to as the “Permitted Dividends”).

Failure to Make Payments. In the event of an Event any failure by the Company to make any required payment of Default under Section 5(d) principal or Section 5(e) aboveinterest on this Subordinated Note (and in the case of payment of interest, such failure to pay shall have continued for 30 calendar days), the Company will, upon demand of the holder of this Subordinated NoteNoteholders, pay to the holder of this Subordinated Note Noteholders the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of the this Subordinated Note in any manner), with interest on the overdue principal and interest at the per annum rate borne by this Subordinated Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the holder of this Subordinated Note Noteholders may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company. Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note, or an Event of Default until such Event of Default is cured by the CompanyCompany or waived by the Noteholders in accordance with Section 16 hereof, the Company shall not, except as may be required by any federal or state government governmental agency, the Company shall not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's ’s capital stock; (b) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company's ’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' ’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company's ’s capital stock or the exchange or conversion of one class or series of the Company's ’s capital stock for another class or series of the Company's ’s capital stock; (iv) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company's ’s common stock related to the issuance of common stock or rights under from any benefit plans for the Company's ’s directors, officers or employees or any of the Company's ’s dividend reinvestment plansplans (the foregoing clauses (i) through (v) are collectively referred to as the “Permitted Dividends”).

Failure to Make Payments. In the event of an Event of Default under Section 5(d6(c), Section 6(d) or Section 5(e) above6(e), the Company will, upon demand of the holder of this Subordinated NoteNoteholder, pay to the holder of this Subordinated Note Noteholder the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of the this Subordinated Note in any manner), with interest on the overdue principal and interest at the rate borne by this Subordinated Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the holder of this Subordinated Note Noteholder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company. Upon the occurrence of a failure by the Company to make any required payment of principal or interest on this Subordinated Note, Note or an Event of Default Default, until such failure or Event of Default is cured by the CompanyCompany or waived by the Noteholders in accordance with Section 16 hereof, the Company shall not, except as may be required by any federal or state government governmental agency, the Company shall not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's ’s capital stock; (b) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than (i) any dividends or distributions payable solely in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company's ’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders' ’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company's ’s capital stock or the exchange or conversion of one class or series of the Company's ’s capital stock for another class or series of the Company's ’s capital stock; (iv) the purchase of fractional interests in shares of the Company's ’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company's ’s common stock related to the issuance of common stock or rights under any benefit plans for the Company's ’s directors, officers or employees or any of the Company's ’s dividend reinvestment plans.. ​