Common use of Payment of Deferred Interest Clause in Contracts

Payment of Deferred Interest. The Company shall not pay deferred interest (including compounded interest thereon) on the Debentures on any Interest Payment Date during any Deferral Period from any source other than Eligible APM Proceeds unless (x) required by an applicable regulatory authority, (y) permitted under clause (vi) of Section 2.1(g) or (z) an Event of Default has occurred and is continuing. Notwithstanding the foregoing, the Company may pay current interest during a Deferral Period from any available funds. To the extent that the Company is able to raise some, but not all, Eligible APM Proceeds to pay accrued and unpaid interest on the applicable Interest Payment Date, such Eligible APM Proceeds shall be allocated first to deferred payments of accrued and unpaid interest in chronological order based on the date each payment was first deferred. If any Indebtedness of the Company that ranks pari passu with the Debentures is outstanding in addition to the Debentures under which the Company is obligated to sell APM Qualifying Securities and apply the net proceeds to the payment of deferred interest or distributions, then on any date and for any period the amount of Eligible APM Proceeds received by the Company from such sales and available for payment of the deferred interest and distributions shall be applied to the Debentures and such pari passu securities on a pro rata basis up to, in the case of Common Stock, the Stock and Warrant Issuance Cap and the Maximum Share Number, in the case of Qualifying Warrants, the Stock and Warrant Issuance Cap and the Maximum Warrant Number and, in the case of Qualifying Non-Cumulative Preferred Stock, the Preferred Stock Issuance Cap (or comparable provisions in the instruments governing such pari passu securities) in proportion to the total amounts that are due on the Debentures and such pari passu securities. The Company may make such pro rata payments on such pari passu securities so long as it shall have paid or deposited with the paying agent for the Debentures or shall have segregated and holds in trust for payment the pro rata proceeds applicable to the Debentures that have not been paid. The "Maximum Share Number" will initially equal 100,000,000 and the "Maximum Warrant Number" will initially equal 100,000,000; provided that, if the number of issued and outstanding shares of Common Stock is changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other similar transaction, then the Maximum Share Number and the Maximum Warrant Number shall be correspondingly adjusted in a manner reasonably determined by the Company. The Company may, at its discretion and without the consent of the holders of the Debentures, increase the Maximum Share Number or the Maximum Warrant Number or both (including through the increase of the Company's authorized share capital, if necessary) if the Company determines that such increase is necessary to allow the Company to issue sufficient Common Stock and/or Qualifying Warrants to pay deferred interest on the Debentures.

Payment of Deferred Interest. The Company Corporation shall not pay deferred interest (including compounded interest Additional Interest thereon) on the Junior Subordinated Debentures on any Interest Payment Date during any Deferral Period from prior to the Maturity Date or at any source other than Eligible APM Proceeds unless (x) required by an applicable regulatory authority, (y) permitted under clause (vi) of Section 2.1(g) or (z) time an Event of Default has occurred and is continuingcontinuing from any source other than Eligible Proceeds. Notwithstanding the foregoing, (i) the Company Corporation may pay current interest during a Deferral Period from any available fundsfunds and (ii) if the Federal Reserve disapproves of the Corporation’s sale of Qualifying APM Securities, the Corporation may pay deferred interest on the Junior Subordinated Debentures with cash from any source and if the Federal Reserve disapproves of the use of proceeds of the Corporation’s sale of Qualifying APM Securities to pay deferred interest on the Junior Subordinated Debentures, the Corporation may use the proceeds for other purposes and continue to defer interest on the Junior Subordinated Debentures. To the extent that the Company is able to raise some, but not all, Eligible Corporation applies proceeds from the sale of Qualifying APM Proceeds Securities to pay accrued and unpaid interest on the applicable Interest Payment DateJunior Subordinated Debentures, such Eligible APM Proceeds proceeds shall be allocated first to deferred payments of accrued and unpaid interest (including Additional Interest thereon) in chronological order based on the date each payment was first deferred; provided that no such proceeds shall be applied to deferred interest payments (including Additional Interest thereon) to the extent such proceeds exceed the amounts described in clauses (i) and (ii) of Section 2.6(a) until all other deferred interest payments (and Additional Interest thereon) with respect to such Deferral Period have been paid in full. The payment of interest from any other source shall be applied to current or deferred interest as directed by the Corporation and notified to the Trustee prior to the applicable Interest Payment Date. To the extent any payment allocable to any installment of interest (including Additional Interest thereon) is insufficient to pay such installment in full, such payment shall be applied pro rata to the outstanding Junior Subordinated Debentures. If any Indebtedness of the Company that ranks pari passu with the Debentures is Corporation has outstanding in addition to the Debentures Parity Securities under which the Company it is obligated to sell Qualifying APM Qualifying Securities and apply the net proceeds to the payment of deferred interest or distributions, then on any date and for any period the amount of Eligible APM Proceeds net proceeds received by the Company Corporation from such those sales and available for payment of the deferred interest and distributions shall be applied to the Junior Subordinated Debentures and those Parity Securities to the extent such pari passu securities net proceeds are Eligible Proceeds with respect to those Parity Securities on a pro rata basis up to, in the case of Common Stock, the Stock and Warrant Issuance Cap and to the Maximum Share Number, in Number and the case of Qualifying Warrants, the Stock and Warrant Common Equity Issuance Cap and the Maximum Warrant Number and, in the case of Qualifying Non-Cumulative Preferred Stock, the or Preferred Stock Issuance Cap (or comparable provisions in the instruments governing such pari passu securitiesthose Parity Securities) in proportion to the total amounts that are due on the Junior Subordinated Debentures and such pari passu securities. The Company may make such pro rata payments Parity Securities, or on such pari passu securities so long other basis as it shall have paid or deposited with the paying agent for the Debentures or shall have segregated and holds in trust for payment the pro rata proceeds applicable to the Debentures that have not been paid. The "Maximum Share Number" will initially equal 100,000,000 and the "Maximum Warrant Number" will initially equal 100,000,000; provided that, if the number of issued and outstanding shares of Common Stock is changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other similar transaction, then the Maximum Share Number and the Maximum Warrant Number shall be correspondingly adjusted in a manner reasonably determined by the Company. The Company may, at its discretion and without the consent of the holders of the Debentures, increase the Maximum Share Number or the Maximum Warrant Number or both (including through the increase of the Company's authorized share capital, if necessary) if the Company determines that such increase is necessary to allow the Company to issue sufficient Common Stock and/or Qualifying Warrants to pay deferred interest on the DebenturesFederal Reserve may approve.

Payment of Deferred Interest. The Company shall not pay deferred interest (including compounded interest Additional Interest thereon) on the Debentures CENts on any Interest Payment Date during any Deferral Period prior to the Final Repayment Date from any source other than Eligible APM Proceeds unless (x) required by an applicable regulatory authority, (y) permitted under clause (vi) of Section 2.1(g) or (z) an Event of Default has occurred and is continuingProceeds. Notwithstanding the foregoing, (i) the Company may pay current interest during a Deferral Period from any available funds. To the extent that ; (ii) the Company may pay deferred interest from any available funds at any time an Event of Default has occurred and is able to raise somecontinuing and (iii) if the Federal Reserve disapproves of the Company’s sale of Qualifying APM Securities, but not all, Eligible APM Proceeds to the Company may pay accrued and unpaid deferred interest on the applicable Interest Payment Date, such Eligible CENts with cash from any source and if the Federal Reserve disapproves of the use of proceeds of the Company’s sale of Qualifying APM Proceeds shall be allocated first Securities to pay deferred payments of accrued and unpaid interest in chronological order based on the date each payment was first deferredCENts, the Company may use the proceeds for other purposes and continue to defer interest on the CENts. If any Indebtedness of the Company that ranks pari passu with the Debentures is has outstanding in addition to the Debentures Parity Securities under which the Company it is obligated to sell Qualifying APM Qualifying Securities and apply the net proceeds to the payment of deferred interest or distributionsDistributions, then on any date and for any period the amount of Eligible APM Proceeds net proceeds received by the Company from such those sales and available for payment of the deferred interest and distributions shall Distributions will be applied to the Debentures CENts and such pari passu securities those other Parity Securities on a pro rata basis up to, in to the case of Common Stock, the Stock and Warrant Equity Issuance Cap and the Maximum Share Number, in the case of Qualifying Warrants, the Stock and Warrant Issuance Cap and the Maximum Warrant Number and, in the case of Qualifying Non-Cumulative Preferred StockCap, the Preferred Stock Issuance Cap and the Share Cap Amount (or comparable provisions in the instruments governing such pari passu securitiesthose Parity Securities) for each series of Parity Securities, as the case may be, in proportion to the total amounts of accrued and unpaid interest or Distributions that are due on the Debentures CENts and such pari passu securities. The Company may make Parity Securities at such pro rata payments time, or on such pari passu securities so long other basis as it shall have paid or deposited with the paying agent for the Debentures or shall have segregated and holds in trust for payment the pro rata proceeds applicable to the Debentures that have not been paid. The "Maximum Share Number" will initially equal 100,000,000 and the "Maximum Warrant Number" will initially equal 100,000,000; provided that, if the number of issued and outstanding shares of Common Stock is changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other similar transaction, then the Maximum Share Number and the Maximum Warrant Number shall be correspondingly adjusted in a manner reasonably determined by the Company. The Company may, at its discretion and without the consent of the holders of the Debentures, increase the Maximum Share Number or the Maximum Warrant Number or both (including through the increase of the Company's authorized share capital, if necessary) if the Company determines that such increase is necessary to allow the Company to issue sufficient Common Stock and/or Qualifying Warrants to pay deferred interest on the DebenturesFederal Reserve may approve.

Payment of Deferred Interest. The Company shall will not pay deferred interest (including compounded interest thereon) on the Subordinated Debentures on any Interest Payment Date during any Deferral Period from any source other than Eligible APM Proceeds unless (x) required by an applicable regulatory authority, (y) permitted under clause (vi) of Section 2.1(g) or (z) an Event of Default has occurred and is continuingProceeds. Notwithstanding the foregoing, (i) the Company may pay current interest during a Deferral Period from any available fundsfunds and (ii) if the Federal Reserve disapproves of the Company’s sale of Qualifying Warrants or Preferred Stock, the Company may pay deferred interest on the Subordinated Debentures from any source and if the Federal Reserve disapproves of the use of proceeds of the Company’s sale of Qualifying Warrants or Preferred Stock to pay deferred interest on the Subordinated Debentures, the Company may use the proceeds for other purposes and continue to defer interest on the Subordinated Debentures. To the extent that the Company is able to raise some, but not all, Eligible APM Proceeds applies proceeds from the sale of Qualifying Warrants and Preferred Stock to pay accrued and unpaid interest on the applicable Interest Payment DateSubordinated Debentures, such Eligible APM Proceeds proceeds shall be allocated first to deferred payments of accrued and unpaid interest (including Additional Interest thereon) in chronological order based on the date each payment was first deferred; provided that no such proceeds will be applied to deferred interest payments (including Additional Interest thereon) attributable to the first five years of any Deferral Period to the extent such proceeds exceed the amounts described in clause (1) of Section 2.1(j) until all other deferred interest payments (and Additional Interest thereon) with respect to such Deferral Period have been paid in full. The payment of interest from any other source shall be applied to current or deferred interest as directed by the Company and notified to the Trustee prior to the applicable Interest Payment Date. To the extent any payment allocable to any installment of interest (including Additional Interest thereon) is insufficient to pay such installment in full, such payment shall be applied pro rata to the outstanding Subordinated Debentures. If any Indebtedness of the Company that ranks pari passu with the Debentures is has outstanding securities in addition to and that rank equally with the Subordinated Debentures under which the Company it is obligated to sell APM Qualifying Securities Warrants or Preferred Stock and apply the net proceeds to the payment of deferred interest or distributionsinterest, then on any date and for any period the amount of Eligible APM Proceeds net proceeds received by the Company from such those sales and available for payment of the deferred interest and distributions shall be applied to the Subordinated Debentures and such pari passu those other securities on a pro rata basis up to, in the case of Common Stock, the Stock and Warrant Issuance Cap and the Maximum Share Number, in the case of Qualifying Warrants, the Stock and Warrant Issuance Cap and the Maximum Warrant Number and, in the case of Qualifying Non-Cumulative Preferred Stock, the Preferred Stock Issuance Cap (or comparable provisions in the instruments governing such pari passu securities) in proportion to the total amounts that are due on the Subordinated Debentures and such pari passu other securities. The Company may make such pro rata payments , or on such pari passu securities so long other basis as it shall have paid or deposited with the paying agent for the Debentures or shall have segregated and holds in trust for payment the pro rata proceeds applicable to the Debentures that have not been paid. The "Maximum Share Number" will initially equal 100,000,000 and the "Maximum Warrant Number" will initially equal 100,000,000; provided that, if the number of issued and outstanding shares of Common Stock is changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other similar transaction, then the Maximum Share Number and the Maximum Warrant Number shall be correspondingly adjusted in a manner reasonably determined by the Company. The Company may, at its discretion and without the consent of the holders of the Debentures, increase the Maximum Share Number or the Maximum Warrant Number or both (including through the increase of the Company's authorized share capital, if necessary) if the Company determines that such increase is necessary to allow the Company to issue sufficient Common Stock and/or Qualifying Warrants to pay deferred interest on the DebenturesFederal Reserve may approve.

Payment of Deferred Interest. The (i) Commencing on the earlier of (A) the Fifth Deferral Anniversary and (B) the date of any payment of current interest on the Debentures during an Optional Deferral Period, if any Deferred Interest is outstanding, the Company shall continuously use its Commercially Reasonable Efforts to effect sales of Qualifying APM Securities in an amount that will generate sufficient net Eligible Equity Proceeds to enable the Company to pay in full all Deferred Interest on the Debentures then outstanding. Notwithstanding (and as a qualification to) the foregoing or any other provision of this Supplemental Indenture, (x) the Company shall not pay deferred interest (including compounded interest thereon) on be obligated to make offers for or effect sales of Qualifying APM Securities during the Debentures on any Interest Payment Date during any Deferral Period from any source other than Eligible APM Proceeds unless (x) required by an applicable regulatory authorityoccurrence and continuation of a Market Disruption Event or a Supervisory Event, (y) the Company will be permitted under clause to pay Deferred Interest using cash from any source upon the occurrence of a Supervisory Event as provided for in paragraph (viv) of Section 2.1(g) or and (z) an Event of Default has occurred and is continuing. Notwithstanding the foregoing, the Company may shall not pay current interest during a Deferral Period from any available funds. To the extent that the Company is able to raise some, but not all, Eligible APM Proceeds to pay accrued and unpaid interest on the applicable Interest Payment Date, Debentures at a time when such Eligible APM Proceeds shall be allocated first to deferred payments payment would violate a specific prohibition against payment of accrued and unpaid interest contained in chronological order based on the date each payment was first deferred. If terms of any Indebtedness of the Company that ranks pari passu with the Debentures is outstanding in addition Parity Securities or securities ranking senior to the Debentures under which upon a liquidation of the Company. The Company’s obligation to use Commercially Reasonable Efforts to sell Qualifying APM Securities to pay all Deferred Interest on the Debentures shall resume at such time as no Market Disruption Event or Supervisory Event exits or is continuing. (ii) The Company is obligated not permitted to sell APM Qualifying Securities and apply the net proceeds to the payment of deferred interest or distributions, then on any date and for any period the amount of Eligible APM Proceeds received by the Company from such sales and available for payment of the deferred interest and distributions shall be applied to the Debentures and such pari passu securities on a pro rata basis up to, in the case of Common Stock, Qualified Warrants on Mandatorily Convertible Preferred Stock such that the Common Stock and Warrant Issuance Cap and to be issued (or which would be issuable upon exercise or conversion thereof) would be in excess of the “Maximum Share Number,” determined pursuant to this sub-paragraph (ii), in for the case purpose of Qualifying Warrants, satisfying the Stock and Warrant Issuance Cap and the Maximum Warrant Number and, in the case of Qualifying Non-Cumulative Preferred Stock, the Preferred Stock Issuance Cap (Company’s obligations under Section 2.1(h)(i) or comparable provisions in the instruments governing such pari passu securities) in proportion to the total amounts that are due otherwise paying Deferred Interest on the Debentures and such pari passu securitiesthen outstanding. The Company may make such pro rata payments on such pari passu securities so long as it shall have paid or deposited with the paying agent for the Debentures or shall have segregated and holds in trust for payment the pro rata proceeds applicable to the Debentures that have not been paid. The "Maximum Share Number" will Number initially equal 100,000,000 and is 110 million shares. If the "Maximum Warrant Number" will initially equal 100,000,000; provided that, if the number of issued and outstanding shares of Common Stock is shall have been changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other similar transaction, then the Maximum Share Number and the Maximum Warrant Number shall be correspondingly adjusted in a manner reasonably determined by the Companyadjusted. The Company may, at its discretion and without the consent of the holders of the Debentures, shall increase the Maximum Share Number or the Maximum Warrant Number or both (including through the increase of the Company's its authorized share capital, if necessary) if the Company determines to an amount that such increase is necessary to would allow the Company to issue raise sufficient Common Stock and/or proceeds to satisfy its obligations to pay Deferred Interest in full at the end of the first year of an Optional Deferral Period (and on each subsequent anniversary of the end of the first year of an Optional Deferral Period to the extent that an Optional Deferral Period would last more than one year), if the then-current Maximum Share Number would not allow the Company to raise sufficient proceeds to satisfy its obligations to pay Deferred Interest at such time assuming a price per share equal to the average trading price of the Company’s common stock over the ten-trading-day period preceding such date; provided, however, that the Company will not be obligated to increase the Maximum Share Number above 265 million shares. Until the Tenth Deferral Anniversary, a default will occur if the Company does not increase the Maximum Share Number to an amount that is greater than 110 million shares when required to do so as described above, provided that no default will occur if the Company has increased the Maximum Share Number to 265 million shares. (iii) Following the earlier of (A) the Fifth Deferral Anniversary and (B) the date of any payment of current interest during an Optional Deferral Period, the Company shall apply the net proceeds received by it from sales of Qualifying Warrants APM Securities to the payment of all amounts owing in respect of Deferred Interest with net proceeds to be paid promptly after receipt until all amounts owing in respect of Deferred Interest have been paid in full; provided, however, that the Company shall not be obligated to sell Qualifying APM Securities or apply the proceeds of sales thereof to payment of Deferred Interest if a Market Disruption Event or a Supervisory Event has occurred and is continuing; provided, further, that if a Supervisory Event occurs because the FRB permits the Company to sell Qualifying APM Securities but disapproves the application of the net proceeds of such sale to pay deferred interest, the Company may, if the FRB so directs, sell Qualifying APM Securities and apply the proceeds to a purpose other than paying Deferred Interest without creating a breach of its obligations under this Section 2.1(h) or any other provision of this Supplemental Indenture. In the event that net proceeds received by the Company from one or more sales of Qualifying APM Securities following the earlier of (x) such Fifth Deferral Anniversary and (y) the date of any payment of current interest during an Optional Deferral Period are not sufficient to satisfy the full amount of Deferred Interest, such net proceeds will be paid to the holders of the Debentures on a pro rata basis; provided, however, that, if the Company has outstanding at such time any Parity Securities under the terms of which the Company is obligated (I) to sell Qualifying APM Securities and apply the net proceeds to payment of deferred interest (including additional interest thereon) or (II) to apply the proceeds of any Qualifying APM Securities to payment of deferred interest (including additional interest thereon), then on any date and for any period the amount of net proceeds received by the Company from such sales of Qualifying APM Securities and available for payment of Deferred Interest shall be applied to the Debentures and such Parity Securities on a pro rata basis, taking into account any net proceeds from the sales of securities other than Qualifying APM Securities that would be permitted to be applied to the payment of deferred interest (including additional interest thereon) on any such Parity Securities but not on the Debentures. Notwithstanding the above, the Company shall not be obligated to sell Qualifying APM Securities or to apply such net proceeds or any portion thereof to the payment of Deferred Interest during the occurrence and continuation of Market Disruption Event or a Supervisory Event. (iv) If on any date or for any period the Company pays interest on any class of Parity Securities in an amount that is less than the full amount of accrued but unpaid interest, the Company shall make payments on all outstanding classes of Parity Securities on the same date or for the corresponding period on a pro rata basis (based on the total amount then due), except and to the extent the terms of such Parity Securities will prohibit the Company from doing so, or except to the extent such payment is made pursuant to Section 2.1(g)(ii) and that, if not made, would cause the Company to breach the terms of the instrument governing such Parity Securities. (v) Notwithstanding anything to contrary in this Supplemental Indenture, the Company will not be obligated to issue Qualifying APM Securities that are of Common Stock (or Qualified Warrants if the definition of Qualifying APM Securities has been modified to exclude Common Stock) prior to the Fifth Deferral Anniversary if the gross proceeds of any issuance of Common Stock (or Qualified Warrants if the definition of Qualifying APM Securities has been modified to exclude Common Stock) applied during such Deferral Period to pay Deferred Interest, together with the gross proceeds of all prior issuances of Common Stock and Qualified Warrants so applied during such Deferral Period, would exceed an amount equal to 2% of the product of (1) the average of the Current Stock Market Prices of the Common Stock on the 10 consecutive trading days ending on the fourth trading day immediately preceding the date of issuance and (2) the total number of issued and outstanding shares of Common Stock as of the date of the Company’s then most recent publicly available consolidated financial statements (the “Common Equity Issuance Cap”). Once the Company reaches the Common Equity Issuance Cap for an Optional Deferral Period, the Company will not be obligated to issue more Eligible Equity pursuant to this Section 2.1(h) prior to the Fifth Deferral Anniversary even if the Current Stock Market Price of the Company’s Common Stock or the number of outstanding shares of its Common Stock subsequently increase. The Common Equity Issuance Cap will cease to apply following the Fifth Deferral Anniversary, at which point the Company must repay any Deferred Interest, regardless of the time at which it was deferred, using proceeds from sales of Qualifying APM Securities that are Common Stock or Qualified Warrants, subject to any Market Disruption Event, Supervisory Event, and the Maximum Share Number. If the Common Equity Issuance Cap has been reached during an Optional Deferral Period and the Company subsequently repays all Deferred Interest, the Common Equity Issuance Cap will cease to apply at the termination of such Optional Deferral Period and will not apply again unless and until the Company starts a new Optional Deferral Period. (vi) Notwithstanding anything to contrary in this Supplemental Indenture, the Company will not be obligated to issue Qualifying APM Securities that are Qualifying Preferred Stock and Mandatorily Convertible Preferred Stock to settle Deferred Interest to the extent that the net proceeds of any issuance of Qualifying Preferred Stock applied to pay interest on the DebenturesDebentures pursuant to the Alternative Payment Mechanism, together with the net proceeds of all prior issuances of Qualifying Preferred Stock and Mandatorily Convertible Preferred Stock so applied during the current and all prior Deferral Periods, would exceed 25% of the aggregate principal amount of the outstanding Debentures (the “Preferred Stock Issuance Cap”). (vii) If the Company engages in any transaction that is subject to Section 8.1 of the Indenture, where immediately after the consummation of such transaction more than 50% of the voting stock of the Person formed by such transaction, or the Person that is the surviving entity of such transaction, or the Person to whom such properties and assets are conveyed, transferred or leased in such transaction, is owned by the shareholders of the other party to such transaction, then the restrictions of this Section 2.1(h) shall not apply to any interest on the Debentures that is deferred and unpaid as of the date of consummation of such transaction and, with respect to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of such transaction, Section 2.1(g)(iv) shall not apply.

Payment of Deferred Interest. The Company As soon as possible after execution of this Agreement, RBI and Regal, as applicable, will take the following actions: (A) RBI shall not pay deferred make a diligent and good faith effort to obtain from the indenture trustee, subject to prior review and approval of OLB, (1) an extension of the interest deferral periods under RBI’s subordinated debentures issued to Regal MD Statutory Trust I and Regal MD Statutory Trust II (including compounded interest thereoncollectively, the “Regal Trusts”) for at least two calendar quarters, or (2) waivers of any defaults caused by RBI’s failure to make payments of amounts due on the Debentures on any Interest Payment Date during any Deferral Period subordinated debentures by December 15, 2015 or January 16, 2016, as applicable; (B) RBI shall cause Regal to make a diligent and good faith effort to obtain regulatory approval or non-objection to declare and pay a dividend from any source other than Eligible APM Proceeds unless (x) required by its existing capital to RBI in an applicable regulatory authorityamount sufficient to bring current through December 15, (y) permitted under clause (vi) of Section 2.1(g) or (z) an Event of Default has occurred 2015 and is continuing. Notwithstanding the foregoingDecember 17, the Company may pay current interest during a Deferral Period from any available funds. To the extent that the Company is able to raise some2015, but not allas applicable, Eligible APM Proceeds to pay accrued and unpaid interest on the applicable Interest Payment Dateamounts due, such Eligible APM Proceeds shall be allocated first to deferred payments of accrued and unpaid interest in chronological order based on the date each payment was first deferred. If any Indebtedness of the Company that ranks pari passu with the Debentures is outstanding in addition to the Debentures under which the Company is obligated to sell APM Qualifying Securities and apply the net proceeds to the payment of deferred interest or distributions, then on any date and for any period the amount of Eligible APM Proceeds received by the Company from such sales and available for payment of the including deferred interest and distributions shall be applied other charges and fees, on RBI’s subordinated debentures issued to the Debentures Regal Trusts, and RBI shall make a diligent and good faith effort to obtain regulatory approval to receive such dividend from Regal and to use such dividend to pay such deferred interest and other charges and fees and, upon receipt of such dividend and such pari passu securities approval, RBI shall bring current such amounts due on its subordinated debentures issued to the Regal Trusts; (C) RBI shall make a pro rata basis up todiligent and good faith effort to obtain any necessary regulatory approval or non-objection for RBI to borrow from OLB an amount sufficient to bring current through December 15, 2015 and December 17, 2015, as applicable, amounts due, including deferred interest and other charges and fees, on RBI’s subordinated debentures issued to the Regal Trusts on the terms and conditions described in the case loan documents attached hereto as Exhibit E (the “RBI Loan”). If RBI is unable to obtain the extension or waivers described in (A) above or the regulatory approvals or non-objections described in (B) above, RBI shall, upon receipt of Common Stock, the Stock and Warrant Issuance Cap necessary regulatory approvals or non-objections in (C) above and the Maximum Share Numbersatisfaction of the conditions set forth in Section 5.7(c)(i), in accept the case RBI Loan, if offered by OLB, and shall use the proceeds of Qualifying Warrantsthe RBI Loan to bring current through December 15, the Stock 2015 and Warrant Issuance Cap December 17, 2015, as applicable, amounts due, including deferred interest and the Maximum Warrant Number andother charges and fees, in the case of Qualifying Non-Cumulative Preferred Stock, the Preferred Stock Issuance Cap (or comparable provisions in the instruments governing such pari passu securities) in proportion on RBI’s subordinated debentures issued to the total amounts that are due on the Debentures and such pari passu securities. The Company may make such pro rata payments on such pari passu securities so long as it shall have paid or deposited with the paying agent for the Debentures or shall have segregated and holds in trust for payment the pro rata proceeds applicable to the Debentures that have not been paid. The "Maximum Share Number" will initially equal 100,000,000 and the "Maximum Warrant Number" will initially equal 100,000,000; provided that, if the number of issued and outstanding shares of Common Stock is changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or other similar transaction, then the Maximum Share Number and the Maximum Warrant Number shall be correspondingly adjusted in a manner reasonably determined by the Company. The Company may, at its discretion and without the consent of the holders of the Debentures, increase the Maximum Share Number or the Maximum Warrant Number or both (including through the increase of the Company's authorized share capital, if necessary) if the Company determines that such increase is necessary to allow the Company to issue sufficient Common Stock and/or Qualifying Warrants to pay deferred interest on the DebenturesRegal Trusts.