Common use of Payment of Notes Clause in Contracts

Payment of Notes. The Issuers will pay or cause to be paid the principal of, premium on, if any, and interest and Additional Interest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. (a) The Issuers Issuer will pay or cause to be paid the principal of, any premium onon (if any) and interest, and Additional Amounts, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes and this Indenture. Not later than 10:00 a.m. (New York City time), on the due date of any principal or interest on any Notes, the Tax Redemption Date pursuant to Section 3.01 or the redemption date pursuant to Section 3.02 (each a “Payment Date”), the Issuer will pay or cause to be paid to the account of the Paying and Transfer Agent at the Principal Office, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, in immediately available funds, an amount which shall be sufficient to pay the aggregate amount of principal, interest or premium or all of such amounts, as the case may be, becoming due in respect of the Notes on such Payment Date; provided, however, that if the Issuer or any Affiliate of the Issuer is acting as Paying and Transfer Agent, it shall, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. PrincipalIn each case the Issuer shall promptly notify the Trustee of its compliance with this Section 4.01. The Paying and Transfer Agent shall not be bound to make any payment until it has received, premiumin immediately available funds, if anyan amount sufficient to pay the full amount due to be paid to it pursuant to this Section 4.01. The Trustee (or the Paying and Transfer Agent) shall not be liable to account for interest on money paid to it by the Issuer. (b) An installment of principal, and premium or interest and Additional Interest, if any, will be considered paid on the date due if the Paying and Transfer Agent, if other than the Issuers Issuer or a Subsidiary thereofany Affiliate of the Issuer, holds as of 10:00 a.m. (New York City Timetime) on the due date money deposited by the Issuers that date, in immediately available funds and funds, money designated for and sufficient to pay the installment. If the Issuer or any Affiliate of the Issuer acts as Paying and Transfer Agent, an installment of principal or interest will be considered paid on the due date only if paid to the Holders. (c) The Paying and Transfer Agent, which will include the Issuer or any Affiliate of the Issuer if it is acting as Paying and Transfer Agent, will make payments in respect of the Notes represented by the Global Notes by wire transfer of immediately available funds to the accounts specified by the Holders of the Global Notes. With respect to Certificated Notes, the Paying and Transfer Agent will make all principalpayments by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, premiumif no such account is specified, by mailing (at the expense of the Issuer) a check to each Holder’s registered address; provided, however, that if the Issuer or any Affiliate of the Issuer is acting as Paying and Transfer Agent, it shall make such payment to the Holders as specified above. (d) At least 30 days prior to each Payment Date, if the Issuer or any Note Guarantor is obligated hereunder to pay any Additional Amounts with respect to the payment to be made on such Payment Date, the Issuer shall furnish the Paying and Transfer Agent(s) with an Officers’ Certificate instructing the Paying and Transfer Agent(s) as to any circumstances in which payments of principal of, or interest or premium on, the Notes due on such date shall be subject to deduction or withholding for, or on account of, any Taxes described in Section 4.17 and the rate of any such deduction or withholding and, if any such deduction or withholding shall be required and if the Issuer or any Note Guarantor therefore becomes liable to pay Additional Amounts, if any, and interestpursuant to Section 4.17, then (i) such Officer’s Certificate will specify the Additional Amounts, if any, then due. The Issuers due to the Holders of the Notes and (ii) the Issuer or any Note Guarantor will pay all to the Paying and Transfer Agent(s) such Additional InterestAmounts, if any, as shall be required to be paid to such Holders. (e) Whenever the Issuer appoints a Paying and Transfer Agent other than a Person who is also acting as the Trustee for the purpose of paying amounts due in respect of the same manner on Notes, it will cause such Paying and Transfer Agent to execute and deliver to the dates Trustee an instrument in which such agent shall agree with the Issuer, among other things, to be bound by and in observe the amounts set forth in provisions of this Indenture (including the Registration Rights AgreementNotes). The Issuers Issuer shall cause each Paying and Transfer Agent other than a Person who is also acting as the Trustee to execute and deliver to the Trustee an instrument in which such Paying and Transfer Agent shall agree with the Trustee; (i) that it will pay hold all sums received by it as such Paying and Transfer Agent for the payment of the principal of, or premium or interest on, the Notes (including post-petition interest in whether such sums have been paid to it by or on behalf of the Issuer or by any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate other obligor on the Notes or the Note Guarantee) in trust for the benefit of the Holders or of the Trustee; (ii) that it will as soon as possible give the Trustee written notice of any failure by the Issuer (or by any other obligor on the Notes or the Note Guarantee) to make any payment of the extent lawfulprincipal of, or premium or interest on, the Notes and any other payments to be made by or on behalf of the Issuer under this Indenture, when the same shall be due and payable; they and (iii) that it will pay interest (including post-petition interest any such sums so held in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) trust by it to the Trustee upon the Trustee’s written request at any time during the continuance of their obligation a failure referred to pay Additional Interest no later than fifteen in clause (15ii) days prior above. Anything in this Section 4.01 to the proposed payment date contrary notwithstanding, the Issuer may at any time, for the Additional Interestpurpose of obtaining a satisfaction and discharge of this Indenture or for any other reason, and the Additional Interest Notice shall set forth the amount of Additional Interest pay or cause to be paid to the Trustee all sums held in trust by the Issuers on Issuer or any Paying and Transfer Agent hereunder, as required by this Section 4.01 and such payment datesums shall be held by the Trustee upon the trusts herein contained. The Trustee If the Paying and Transfer Agent shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect pay all sums held in trust to the natureTrustee as required under this Section 4.01, extent, or calculation of the amount of Additional Interest owed, or with respect Paying and Transfer Agent shall have no further liability for the money so paid over to the method employed Trustee. Anything in such calculation this Section 4.01 to the contrary notwithstanding, the agreements to hold sums in trust as provided in this Section 4.01 are subject to the provisions of the Additional InterestSection 8.04.

Payment of Notes. The Issuers Company will pay or cause to be paid the principal of, premium onpremium, if any, on, and interest and Additional Interestinterest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interestinterest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary thereofof the Company, holds as of 10:00 11:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than equal to the then applicable interest rate on the Notes to the extent lawful; they it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights AgreementThe Company may at any time, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, purpose of obtaining satisfaction and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or discharge with respect to the natureNotes or for any other purpose, extentpay, or calculation of direct any Paying Agent to pay, to the amount of Additional Interest owedTrustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to any applicable escheat, or abandoned or unclaimed property law, any money deposited with the method employed Trustee or any Paying Agent, or then held by the Company, in such calculation trust for the payment of the Additional Interestprincipal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.

Payment of Notes. (a) The Issuers will Issuer agrees to pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the NotesNotes and this Indenture. PrincipalNot later than 9:00 A.M. (New York City time) on the due date of any principal of, premium, if any, or interest on, any Notes, or any redemption or purchase price of the Notes, the Issuer shall deposit with the Trustee (or Paying Agent) money in immediately available funds sufficient to pay such amounts; provided, that if the Issuer or any Affiliate of the Issuer is acting as Paying Agent, it shall, on or before each due date, segregate and interest and Additional Interesthold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. In each case, the Issuer shall promptly notify the Trustee of its compliance with this paragraph. (b) An installment of principal, premium, if any, will or interest shall be considered paid on the date due if the Trustee (or Paying Agent, if other than the Issuers Issuer or a Subsidiary thereof, any Affiliate of the Issuer) holds as of 10:00 a.m. (New York City Time) on the due that date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all the installment. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, an installment of principal, premium, if any, and or interest shall be considered paid on the due date only if paid to the Holders. (c) The Issuer agrees to pay interest on overdue principal, and, to the extent lawful, overdue installments of interest, if any, then dueat the rate per annum specified in the Notes. (d) Payments in respect of the Notes represented by the Global Notes are to be made by wire transfer of immediately available funds to the accounts specified by the Holders of the Global Notes. The Issuers will pay With respect to Certificated Notes, the Issuer shall make all Additional Interestpayments by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if anyno such account is specified, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at by mailing a rate that is 1% higher than the then applicable interest rate on the Notes check to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interesteach Holder’s registered address.

Payment of Notes. (a) The Issuers will Company shall pay or cause to be paid the principal of, premium on, if any, of and interest and Additional Interest, if any, on, on the Notes in U.S. dollars on the dates and in the manner provided in the Notes and in this Indenture. On or prior to 10:00 a.m. local time in the Place of Payment on each Interest Payment Date and the relevant Maturity Date, the Company shall deposit or have deposited with the Paying Agent in the Place of Payment with respect to such Notes immediately available U.S. dollar funds sufficient to make cash payments due on such Interest Payment Date or relevant Maturity Date, as the case may be. If the Company, the Guarantor or an Affiliate of the Company is acting as Paying Agent, the Company, the Guarantor or such Affiliate shall, prior to 10:00 a.m. local time in the Place of Payment with respect to the Notes on each Interest Payment Date and the relevant Maturity Date, segregate and hold in trust U.S. dollar funds sufficient to make cash payments due on such Interest Payment Date or relevant Maturity Date, as the case may be, with respect to the Notes. Principal, premium, if any, Principal and interest and Additional Interest, if any, will shall be considered paid on the date due if on such date the Trustee or the Paying Agent, if Agent (other than the Issuers Company, the Guarantor or a Subsidiary thereof, an Affiliate of the Company) holds as of 10:00 a.m. (New York City Time) on the due date money deposited by the Issuers in immediately available accordance with this Indenture U.S. dollar funds and designated for and sufficient to pay all principalprincipal and interest then due and the Trustee or the Paying Agent, premiumas the case may be, if any, and interest, if any, then due. The Issuers will pay all Additional Interest, if any, is not prohibited from paying such money to the Holders of Notes on that date pursuant to the terms of this Indenture. (b) Each Paying Agent shall notify the Trustee promptly in writing when it has received from the same manner on Company payment of the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will pay principal and/or interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes with respect to each Interest Payment Date and/or relevant Maturity Date. (c) Notwithstanding anything to the contrary contained in this Indenture, the Company (but without prejudice to the obligations of the Company or the Guarantor to pay Additional Amounts in accordance with a requirement of the Indenture) may, to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are it is required to pay Additional Interest to Holders pursuant to the Registration Rights Agreementdo so by law, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid deduct or withhold income or other similar taxes imposed by the Issuers on such payment date. The Trustee shall not at any time be under any duty United States of America from principal or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interestinterest payments hereunder.

Payment of Notes. (a) The Issuers will Issuer agrees to pay or cause to be paid the principal of, premium on, if any, of and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes and this Indenture. Not later than 9:00 a.m. (New York City time) on the due date of any principal of or interest on any Notes, or any redemption or purchase price of the Notes, the Issuer will deposit with the Trustee (or Paying Agent) money in immediately available funds sufficient to pay such amounts; provided that if the Issuer or a Wholly Owned Subsidiary is acting as Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. Principal, premium, if any, and In each case the Issuer will promptly notify the Trustee of its compliance with this paragraph. (b) An installment of principal or interest and Additional Interest, if any, will be considered paid on the date due if the Trustee (or Paying Agent, if other than the Issuers Issuer or a Wholly-Owned Subsidiary thereof, of the Issuer) holds as of 10:00 a.m. (New York City Time) on the due that date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principalthe installment. If the Issuer or a Wholly-Owned Subsidiary of the Issuer acts as Paying Agent, premium, an installment of principal or interest will be considered paid on the due date only if any, and interest, if any, then due. The Issuers will pay all paid to the Holders. (c) Additional Interest, if anyInterest shall be paid at the same times, in the same manner and to the same Persons as ordinary interest on the dates and in the amounts set forth in the Registration Rights AgreementNotes. The Issuers will pay interest (including post-petition interest Issuer shall notify the Trustee within five Business Days after each and every date on which an event occurs in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments respect of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay which Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest is required to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation and of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. The Issuers will No later than 10 a.m. (London time) on the Business Day prior to a payment date, the Issuer shall pay or cause to be paid the principal of, interest and premium onand Additional Amounts, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes and this Indenture. Principal, interest, premium and Additional Amounts, if any, shall be considered paid on the date due if the Paying Agent receives such payment by such time in the manner provided in the Notes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, will and interest shall be considered paid on the date due if the Issuer holds, in an account with the Paying Agent, if other than the Issuers Issuer or a Subsidiary thereof, holds as of 10:00 by 10 a.m. (New York City TimeLondon time) on the Business Day prior to the due date date, money deposited by the Issuers in immediately available funds Issuer. Principal of, interest, premium and designated for and sufficient to pay all principal, premiumAdditional Amounts, if any, on the Notes will be payable at the corporate trust office or agency of the Paying Agent maintained in London, England, for such purposes. All payments on the Global Notes shall be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Xxxxxx. Principal of, interest, premium and interestAdditional Amounts, if any, then dueon any Definitive Registered Notes will be payable at the corporate trust office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03. In addition, interest on Definitive Registered Notes may be paid by check mailed to the person entitled thereto as shown on the Security Register for such Definitive Registered Notes. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Issuer shall pay interest (including post-petition post‑petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is equal to one percent (1% higher than %) per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they will . The Issuer shall pay interest (including post-post petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), ) at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. (a) The Issuers Company will pay or cause to be paid the principal of, premium on, if any, and interest and Additional InterestAmounts, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. . (b) The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In . (c) All payments made by or on behalf of the event that Company or any of the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be Guarantors under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extentNotes (whether or not in the form of Definitive Registered Notes) or any Note Guarantee will be made free and clear of and without withholding or deduction for, or calculation on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (i) any jurisdiction in which the Company or any Guarantor (including any successor entity), is then incorporated, engaged in business, organized or resident for tax purposes or any political subdivision or governmental authority thereof or therein or (ii) any jurisdiction from or through which payment is made by or on behalf of the amount Company or any Guarantor (including, without limitation, the jurisdiction of Additional Interest owedany Paying Agent) or any political subdivision or governmental authority thereof or therein (each of (i) and (ii), a “Tax Jurisdiction”), will at any time be required to be made from any payments under or with respect to the method employed Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Company or the relevant Guarantor or other payor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each Holder or beneficial owner of Notes (including Additional Amounts) after such withholding, deduction or imposition will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to: (1) any Taxes, to the extent such Taxes would not have been imposed but for the Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder, if the relevant Holder is an estate, trust, nominee, partnership, limited liability company or corporation) being a citizen or resident or national of, incorporated in the relevant Tax Jurisdiction in which such Taxes are imposed or having any other present or former connection with the relevant Tax Jurisdiction other than the acquisition or holding of such Notes, the exercise or enforcement of rights under such Note or this Indenture or under a Note Guarantee or the receipt of payments in respect of such Note or a Note Guarantee; (2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes withheld, deducted or imposed on a payment to an individual and that are required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income, or any law implementing or complying with or introduced in order to conform to, such directive; (5) any Taxes imposed as result of any Note presented for payment (where presentation is required) by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union; (6) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or with respect to any Note Guarantee; (7) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or beneficial owner of Notes, following the Company’s reasonable written request addressed to the Holder or beneficial owner at least 60 days before any such withholding or deduction would be payable to the Holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally entitled to provide such certification or documentation; (8) any Taxes imposed or withheld by reason of the failure of the Holder or beneficial owner of the Notes to comply with the requirements of Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the date of the Offering Memorandum (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), the U.S. Treasury Regulations issued thereunder or any official interpretation thereof or any agreement entered into pursuant to Section 1471 of the Code; or (9) any combination of clauses (1) through (8) above. (d) In addition to the foregoing, the Company and the Guarantors will also pay and indemnify the Holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and any other liabilities related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, this Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee. (e) If the Company or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Company or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Company or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary, and may conclusively presume that no payments are necessary unless and until it receives any such Officer’s Certificate. (f) The Company or the relevant Guarantor will make all withholdings and deductions (within the time period and in the minimum amount) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Company or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Company or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Company or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (g) Whenever in this Indenture or the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such calculation context, Additional Amounts are, were or would be payable in respect thereof. (h) The obligations described under Sections 4.01(c), (d), (e) and (f) hereof will survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Additional InterestCompany or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes (or any Note Guarantee) and any political subdivision or taxing authority or agency thereof or therein having the power to tax.

Payment of Notes. (a) The Issuers will Issuer shall pay or cause to be paid the principal of, premium on, if any, of and interest and Additional (including Defaulted Interest, if any, on, ) on the Notes in euros on the dates and in the manner provided in the NotesNotes and in this Indenture. PrincipalPrior to 1:00 p.m. London time, premiumon the Business Day prior to each Interest Payment Date and the Maturity Date, if anythe Issuer shall deposit with the Paying Agent in immediately available funds euros sufficient to make cash payments due on such Interest Payment Date or Maturity Date, as the case may be. If the Issuer or an Affiliate of the Issuer is acting as Paying Agent, the Issuer or such Affiliate shall, prior to 3:00 p.m. London time on the Business Day prior to each Interest Payment Date and the Maturity Date, segregate and hold in trust euros, sufficient to make cash payments due on such Interest Payment Date or Maturity Date, as the case may be. Principal and interest and Additional Interest, if any, will shall be considered paid on the date due if on such date the Trustee or the Paying Agent, if Agent (other than the Issuers Issuer or a Subsidiary thereof, an Affiliate of the Issuer) holds as of 10:00 a.m. (New York City Time) on the due date money deposited by the Issuers in immediately available funds and accordance with this Indenture euros designated for and sufficient to pay all principalprincipal and interest then due and the Trustee or the Paying Agent, premiumas the case may be, if anyis not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. (b) Notwithstanding anything to the contrary contained in this Indenture, and interestthe Issuer may, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest. (c) In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Indenture in effect from time to time (“Applicable Tax Law”) that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Issuer agrees (i) to provide to the Trustee and the Paying Agent sufficient information about the parties and/or transactions (including post-petition interest in any proceeding modification to the terms of such transactions) so the Trustee and the Paying Agent can determine whether it has tax related obligations under Applicable Tax Law, (ii) that the Trustee and the Paying Agent shall be entitled to make any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate withholding or deduction from payments to the extent lawful. In necessary to comply with Applicable Tax Law for which the event that Trustee and the Issuers are required Paying Agent shall not have any liability and (iii) to pay Additional Interest to Holders pursuant hold harmless the Trustee and the Paying Agent for any losses it may suffer due to the Registration Rights Agreement, actions it takes to comply with Applicable Tax Law. The terms of this section shall survive the Issuers will provide written notice termination of this Indenture. (“Additional Interest Notice”d) to The Issuer hereby instructs the Trustee to establish an “Issue Date Note Account” for reception of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date interest and principal payments for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional InterestIssue Date Notes.

Payment of Notes. The Issuers Company will pay or cause to be paid the principal of, premium onpremium, if any, on, and interest and Additional Interestinterest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interestinterest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary thereofof the Company, holds as of 10:00 11:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than equal to the then applicable interest rate on the Notes to the extent lawful; they it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights AgreementThe Company may at any time, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, purpose of obtaining satisfaction and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or discharge with respect to the natureNotes or for any other purpose, extentpay, or calculation of direct any Paying Agent to pay, to the amount of Additional Interest owedTrustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the method employed Trustee or any Paying Agent, or then held by the Company, in such calculation trust for the payment of the Additional Interestprincipal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request, or (if then held by the Company) shall, unless otherwise required by mandatory provisions of applicable escheat, or abandoned or unclaimed property law, be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will unless otherwise required by mandatory provisions of applicable escheat, or abandoned or unclaimed property law, be repaid to the Company.

Payment of Notes. The Issuers Company will pay or cause to be paid the principal of, premium on(including the Applicable Premium), if any, and interest and Additional Interest, if any, on, the Notes on the dates and in the manner provided in this Indenture and the Notes. Principal, premium, if anypremium (including the Applicable Premium), and interest and Additional Interest, if any, any amount payable in cash will be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary thereof, holds holds, as of 10:00 a.m. (New York City Time) Eastern Time on the due date date, money deposited by the Issuers Company in immediately available funds and designated for and sufficient to pay all principal, premiumpremium (including the Applicable Premium), if any, and interest, if any, interest then due. The Issuers will pay all Additional Interest, if any, in the same manner An installment of PIK Interest shall be considered paid on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) due date if, on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes or prior to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreementsuch date, the Issuers will provide written notice (“Additional Interest Notice”) Company has issued an Authentication Order to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to increase the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the principal amount of Additional Interest Notes then outstanding or to be paid by authenticate and deliver PIK Notes in the Issuers on such payment daterequired amount. The Trustee shall not at endorse any time be under such principal increase on any duty or responsibility Global Note and shall instruct the Registrar to reflect the increase in the principal amount of all Notes then outstanding in the register of Notes. No later than five (5) Business Days prior to any Holder Interest Payment Date on which the Company is to determine the Additional pay PIK Interest, or the Company shall deliver to the Trustee and the Paying Agent (if other than the Trustee) (i) to the extent the Company is prohibited from increasing the balance on any Note by the rules of the Depository (with respect to Global Notes) or law, the nature, extent, or calculation of the required amount of Additional new PIK Notes and an Authentication Order to authenticate and deliver such PIK Notes or (ii) an Authentication Order to increase the outstanding principal amount of all outstanding Notes by the required amount (subject to the paragraph immediately below), such increase to be reflected by the Registrar in the register of Notes. Notwithstanding anything in this Indenture or Section 4.01 to the contrary, PIK Interest owed, or that is payable on any Interest Payment Date with respect to any Note (whether represented by a Global Note or a Certificated Note) shall be equal to the method employed product of (x) the Unit PIK Interest Amount multiplied by (y) the number of units of Stapled Securities contained in the Global Stapled Security or certificated Stapled Security to which such calculation of the Additional InterestNote is attached.

Payment of Notes. The Issuers will Issuer shall pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional InterestAmounts, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, will be considered paid on the date due if the Paying AgentAgent holds (i) in the case of the Dollar Notes, if other than the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. (AM New York City Time) time on the due date, or (ii) in the case of the Sterling Notes, as of 10:00 A.M. New York time on the Business Day prior to the due date (or such other time as the Issuer and the Paying Agent may mutually agree from time to time), money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premiumpremium and Additional Amounts, if any, and interest, if any, interest then duedue and is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is 1% higher than equal to the then applicable interest rate on the Notes to the extent lawful; they Notes. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), periods) at the same rate rate. If a Paying Agent pays out funds on or after the due date therefor, or pays out funds (although it is not obligated) on the assumption that the corresponding payment by the Issuer has been or will be made and such payment has in fact not been so made by the Issuer, then the Issuer shall on demand reimburse the Paying Agent for the relevant amount, and pay interest to the extent lawful. In Paying Agent on such amount from the event that the Issuers are required to pay Additional Interest to Holders pursuant date on which it is paid out to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) date of reimbursement at a rate per annum equal to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior cost to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth Paying Agent of funding the amount of Additional Interest to be paid out, as certified by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional InterestPaying Agent and expressed as a rate per annum.

Payment of Notes. The Issuers will shall pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interest, if any, will shall be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary thereof, holds as of 10:00 a.m. (11:00 a.m., New York City Time) time, on the due date money deposited by the Issuers an Issuer or a Guarantor in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, interest then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is 1% higher than equal to the then applicable interest rate on the Notes to the extent lawful; and they will shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights AgreementThe Company may at any time, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, purpose of obtaining satisfaction and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or discharge with respect to the natureNotes or for any other purpose, extentpay, or calculation of direct any Paying Agent to pay, to the amount of Additional Interest owedTrustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to any applicable escheat laws, any money deposited with the method employed Trustee or any Paying Agent, or then held by the Company, in such calculation trust for the payment of the Additional Interestprincipal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.

Payment of Notes. The Issuers will Company shall pay or cause to be paid the principal of, premium onand premium, if any, and accrued and unpaid interest on and Additional InterestLiquidated Damages, if any, on, with respect to the Notes on the dates and in the manner provided in the Notes. PrincipalHolders of Notes must surrender their Notes to the Paying Agent to collect principal payments. Principal of, premium, if any, and interest accrued and Additional Interestunpaid interest, and Liquidated Damages, if any, will shall be considered paid on the date due if the Paying Agent, if Agent (other than the Issuers Company or a Subsidiary thereofany of its Subsidiaries), holds the Global Note Holder or each Holder that has specified an account, holds, as of 10:00 a.m. (12:00 noon New York City Time) on time, money the due date money Company deposited by the Issuers in immediately available funds and designated for and sufficient to pay in cash all principal, premium, if any, and interestaccrued and unpaid interest on, and Liquidated Damages, if any, then due; provided that, to the extent that the Holders have not specified accounts, such amounts shall be considered paid on the date due if the Company mails a check for such amounts on such date. The Issuers will Paying Agent shall return to the Company, no later than five days following the date of payment, any money (including accrued interest) that exceeds the amount of principal, premium, if any, accrued and unpaid interest, and Liquidated Damages, if any, paid on the Notes. The Company shall pay all Additional InterestLiquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will If any Liquidated Damages become payable, the Company shall not later than 3 Business Days prior to the date that any payment of Liquidated Damages is due (i) deliver an Officers' Certificate to the Trustee setting forth the amount of Liquidated Damages payable to Holders and (ii) instruct the Paying Agent to pay such amount of Liquidated Damages to Holders entitled to receive such Liquidated Damages. To the extent lawful, the Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Lawinterest) on (i) overdue principal and premium at a the rate that is equal to 1% higher than per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they will pay interest Notes, compounded semiannually and (including post-petition interest in any proceeding under any Bankruptcy Lawii) on overdue installments of interest and Additional Interest, if any Liquidated Damages (without regard to any applicable grace period), ) at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall as set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interestin clause (i), or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interestcompounded semiannually.

Payment of Notes. (a) The Issuers will Issuer agrees to pay or cause to be paid the principal of, premium on, if any, of and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes and this Indenture. Not later than 10:00 A.M. (New York City time) on the due date of any principal of or interest on any Notes, or any redemption or purchase price of the Notes, the Issuer will deposit with the Trustee (or Paying Agent) money in immediately available funds sufficient to pay such amounts, provided that to the extent any such funds are received by the Trustee (or Paying Agent) from the Issuer after such time on such date, such funds will be distributed to such Persons within one Business Day of the receipt thereof, provided further that if the Issuer or any Affiliate of the Issuer is acting as Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. Principal, premium, if any, and In each case the Issuer will promptly notify the Trustee in writing of its compliance with this paragraph. (b) An installment of principal or interest and Additional Interest, if any, will be considered paid on the date due if the Paying Agentif, if other not later than the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. A.M. (New York City Timetime) on such date, the due Trustee (or Paying Agent, other than the Issuer or any Affiliate of the Issuer) holds on that date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all the installment. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, an installment of principal or interest will be considered paid on the due date only if paid to the Holders. (c) The Issuer agrees to pay interest on overdue principal, premium, if any, and interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestat the rate per annum specified in the Notes. (d) Payments in respect of the Notes represented by the Global Notes are to be made by wire transfer of immediately available funds to the accounts specified by the Holders of the Global Notes. With respect to Certificated Notes, the Issuer will make all payments by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if any (without regard no such account is specified, by mailing a check to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interesteach Holder’s registered address.

Payment of Notes. The Issuers will pay or cause Issuer shall have caused the Trustee to establish an account (the “Trustee Account”) to be paid maintained by the principal ofTrustee for the benefit of the Holders with respect to payments of interest on the 2017 A Notes, premium on, if anyover which the Trustee shall have sole control and dominion. Interest on the 2017 A Notes will accrue, and interest and Additional Interestbe payable by or on behalf of the Issuer to the Trustee, if any, on, daily; provided that the Notes failure by the Issuer to make or have made any such daily payment to the Trustee on any day will not constitute a Default so long as (a) (x) no payment or other transfer by the dates and Company or any of its Restricted Subsidiaries shall have been made on such day under the Cash Management Arrangements or (y) the amount of funds on deposit in the manner provided Trustee Account on such day is equal to the amount of interest which has accrued up to and including such day and (b) on each Interest Payment Date the aggregate amount of funds deposited in the Notes. Principal, premium, if any, and interest and Additional Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) on the due date money deposited by the Issuers in immediately available funds and designated for and Trustee Account is sufficient to pay all principalthe aggregate amount of interest on the 2017 A Notes that is payable by the Trustee to Holders of 2017 A Notes on such Interest Payment Date; provided further, premiumhowever, if any, and interest, if any, then duethat payments of interest shall only be deemed to be overdue to the extent that the aggregate amount of funds deposited in the Trustee Account is not sufficient to pay the aggregate amount of interest on the 2017 A Notes that is payable by the Trustee to Holders on the applicable Interest Payment Date. The Issuers Issuer or any Guarantor will not be the legal owners of the funds on deposit in the Trustee Account. Such amounts may be in cash in U.S. dollars, in Government Securities or in a combination thereof. Any interest earned on Government Securities held in the Trustee Account will be applied to pay fees and expenses of the Trustee and, to the extent of any excess, returned to the Company. Upon the making by or on behalf of the Issuer of any payment into the Trustee Account, the Issuer’s obligation to pay accrued interest shall be discharged to the extent of the amount so paid. If the Trustee fails to make an interest payment on the 2017 A Notes but the Issuer has deposited the funds with the Trustee, it will not be a Default. Unless otherwise expressly requested in writing by the Issuer, the amounts in the Trustee Account shall be held in cash in U.S. dollars. The Issuer shall pay all Additional Special Interest, if any, in the same manner on the dates and in the amounts set forth in the 2017 A Registration Rights Agreement. The Issuers will Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is 1equal to 1.0% higher than per annum in excess of the then applicable interest rate on the 2017 A Notes to the extent lawful; they will it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any Special Interest (without regard to any applicable grace period), ) at the same rate to the extent lawful. In the event that the Issuers are required to The Trustee shall pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest or cause to be paid the aggregate amount of interest payable on the 2017 A Notes on the dates and in the manner provided in the 2017 A Notes. Principal, premium, if any, Special Interest, if any, and interest shall be considered paid on the date due if the Trustee holds as of noon Eastern Time on the Interest Payment Date money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. If an Interest Payment Date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no additional interest or other amounts shall be payable in respect of the interest period for which such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation is made as a result of the amount such extension of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interesttime.

Payment of Notes. The Issuers will Company shall pay or cause to be paid the principal of, premium onand premium, if any, and interest and Additional Interest, if any, on, the Notes on the dates and in the manner provided in the NotesNotes and in this Indenture. Principal, premium, if any, premium and interest and Additional Interest, if any, will shall be considered paid on the date due if on such date the Trustee or the Paying AgentAgent holds money sufficient to pay the principal, premium and interest due on such date. Interest (including, without limitation, Additional Interest, if other than the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Timeany) on the due date money deposited by Notes shall be computed on the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then duebasis of a 360-day year comprised of twelve 30-day months. The Issuers will Trustee shall have no responsibility to monitor whether Additional Interest is due and payable or to calculate the amount of any Additional Interest which may become due and payable. Unless otherwise provided in the applicable Registration Rights Agreement, the Company shall pay all Additional Interest, if any, in the same manner manner, at the same times and to the same Persons as interest otherwise payable on the dates Notes entitled to receive such Additional Interest. Additional Interest, if any, shall be payable under the circumstances and at the rate specified in the amounts set forth in the applicable Registration Rights Agreement, which Registration Rights Agreement may provide for the payment of Additional Interest on some, but not all, of the Notes. The Issuers Company shall pay the principal of and premium, if any, on, and may pay interest on, any Certificated Notes at the office or agency maintained by the Company for such purpose in the United States of America as required by Section 4.02, upon surrender of such Certificated Notes by the Holders thereof at such office or agency. Interest on any Certificated Notes may also be paid, at the Company’s option, by check mailed to the addresses of the Holders entitled thereto appearing in the registry books of the Registrar or by wire transfer to accounts in the United States of America specified by such Holders. The Company will pay principal of, and premium, if any, and interest on, Global Notes registered in the name of the Depositary or its nominee in immediately available funds to the Depositary or its nominee, as the case may be, as the Holder of such Global Note. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes of, and, to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) permitted by applicable law, on overdue premium, if any, and overdue installments of interest and Additional Intereston, if any (without regard to any applicable grace period), the Notes at the same a per annum rate equal to the extent lawful. In interest per annum otherwise borne by the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights AgreementNotes, to, but excluding, the Issuers will provide written notice (“Additional Interest Notice”) to date on which such overdue principal, premium or interest, as the Trustee case may be, is considered paid or provided for as provided in the first paragraph of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be this Section 4.01 or is otherwise paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interestprovided for.

Payment of Notes. The Issuers Company will pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Special Interest, if any, on, the Notes on the dates and in the manner provided in this Indenture and the Notes. Principal, premium, if any, and interest and Additional Special Interest, if any, any will be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary thereofthereof or Parent, holds as of 10:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, interest then due. The Issuers Company will pay all Additional Special Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any Special Interest (without regard to any applicable grace period), ) at the same interest rate on the Notes to the extent lawful. In The Company will be responsible for making calculations called for under the event that Notes, including but not limited to determination of redemption price, premium, if any, and any additional amounts or other amounts payable on the Issuers are required to pay Additional Interest to Holders pursuant to Notes. The Company will make the Registration Rights Agreement, the Issuers calculations in good faith. The Company will provide written notice (“Additional Interest Notice”) a schedule of its calculations to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to when requested by the proposed payment date for the Additional InterestTrustee, and the Additional Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification. If Special Interest Notice is payable on the Notes, the Company shall set provide an Officer’s Certificate to the Trustee on or before the record date for each interest payment date such Special Interest is payable setting forth the amount of Additional such Special Interest to be paid by the Issuers on such payment datein reasonable detail. The Trustee shall not at any time be under any duty may provide a copy of such Officer’s Certificate or responsibility other notice received from the Company relating to Special Interest to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interestupon request.

Payment of Notes. (a) The Issuers will Issuer agrees to pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the NotesNotes and the Indenture. PrincipalThe Issuer shall pay Additional Interest in the amounts set forth in the Registration Rights Agreement. Not later than 9:00 A.M. (New York City time) on the due date of any principal of, premium, if any, or interest and Additional Interest, if any, on, any Notes, or any redemption or purchase price of the Notes, the Issuer will deposit with the Senior Trustee (or Paying Agent) money in immediately available funds sufficient to pay such amounts; provided, that if the Issuer or any Affiliate of the Issuer is acting as Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in the Indenture. In each case the Issuer will promptly notify the Senior Trustee of its compliance with this paragraph. (b) An installment of principal, premium, if any, or interest and Additional Interest, if any, will be considered paid on the date due if the Senior Trustee (or Paying Agent, if other than the Issuers Issuer or a Subsidiary thereof, any Affiliate of the Issuer) holds as of 10:00 a.m. (New York City Time) on the due that date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all the installment. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, an installment of principal, premium, if any, or interest and interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner will be considered paid on the dates and in due date only if paid to the amounts set forth in the Registration Rights Agreement. Holders. (c) The Issuers will Issuer agrees to pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes principal, and, to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on , overdue installments of interest and Additional InterestInterest at the rate per annum specified in the Notes. (d) Payments in respect of the Notes represented by the Global Notes are to be made by wire transfer of immediately available funds to the accounts specified by the Holders of the Global Notes. With respect to Certificated Notes, the Issuer will make all payments by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if any (without regard no such account is specified, by mailing a check to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interesteach Holder’s registered address.

Payment of Notes. The Issuers Issuer will pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers Issuer or a Subsidiary thereof, holds as of 10:00 11:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, interest then due. The Issuers will Issuer shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the a Registration Rights Agreement. Whenever in this Indenture there is mentioned, in any context, principal, interest or any other amount payable under or with respect to any Notes, such mention shall be deemed to include mention of the payment of Additional Interest, to the extent that, in such context, Additional Interest is, was or would be payable in respect thereof pursuant to paragraph 1 of the Notes, provided, however, that the Trustee shall not be deemed to have knowledge of the requirement that Additional Interest is due unless the Trustee receives written notice from the Issuer stating that such amounts are due and specifying the dollar amounts thereof. The Issuers Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is equal to 1% higher than per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), ) at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. The Issuers Issuer will pay or cause to be paid the principal of, premium on, if any, and interest and Additional InterestAmounts, if any, on, the Notes on the dates and in the manner provided in the NotesNotes and this Indenture. Principal, premium, if any, and interest and Additional InterestAmounts, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers Issuer or a Subsidiary thereofof the Issuer, holds as of 10:00 a.m. (New York City TimeLondon time) on one Business Day prior to the due date money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interestinterest and Additional Amounts, if any, then due. The Issuers will pay all Additional InterestIf the Issuer or any of its Subsidiaries acts as Paying Agent, principal, premium, if any, interest and Additional Amounts, if any, will be considered paid on the due date if the entity acting as Paying Agent complies with Section 2.04 hereof. Principal of, interest, premium and Additional Amounts, if any, on the Notes will be payable at the corporate trust office or agency of the Paying Agent maintained in the same manner City of London, for such purposes. All payments on the dates Global Notes will be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Holder. Principal of, interest, premium and Additional Amounts, if any, on any Definitive Notes will be payable at the corporate trust office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03 hereof. In addition, interest on Definitive Notes may be paid by check mailed to the amounts set forth in person entitled thereto as shown on the Registration Rights AgreementRegister for such Definitive Notes. The Issuers Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% per annum higher than the then applicable interest rate on the Notes to the extent lawful; they . The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. The Issuers will Company shall pay or cause to be paid the principal of, premium onor premium, if any, and or interest and Additional Interest, if any, on, the Notes on the dates and in the manner provided in the NotesNotes and in this Indenture. PrincipalAn installment of principal of, or premium, if any, and or interest and Additional Intereston, if any, will the Notes shall be considered paid on the date it is due if the Trustee or Paying Agent, if Agent (other than the Issuers Company or a Subsidiary thereof, an Affiliate of the Company) holds as of 10:00 a.m. (New York City Time) on the due that date money deposited by the Issuers in immediately available funds and U.S. Legal Tender designated for and sufficient to pay all principalthe installment in full and is not prohibited from paying such money to the Holders pursuant to the terms of this Indenture. Notwithstanding anything to the contrary contained in this Indenture, premiumthe Company may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments hereunder. On each Interest Payment Date beginning March 1, 2008, in addition to accrued interest due on that date, the Company shall make a payment (the "HYDO Payment") on each Note in cash in immediately available funds, which payment will reduce the outstanding principal amount at maturity of the Note in an amount equal to the excess, if any, of (1) the total amount of interest and interestoriginal issue discount (as determined under the Internal Revenue Code of 1986, if any, then due. The Issuers will pay all Additional Interest, if any, in as amended (the same manner "Code")) accrued on the dates and in Note through such Interest Payment Date, over (2) the sum of (x) all amounts set forth in the Registration Rights Agreement. The Issuers will pay of interest (including post-petition interest accrued original issue discount) paid in cash with respect to such Note (or any proceeding predecessor Note) through and including such Interest Payment Date; (y) all HYDO Payments previously made by the Company; and (z) the annual "yield to maturity" applicable for purposes of the accrual of original issue discount under any Bankruptcy Law) on overdue the Code multiplied by the original principal amount at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any maturity (without regard to any applicable grace period), principal at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”maturity increases) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the Note. Any reduction as described in this paragraph will reduce the principal amount of Additional Interest owed, or with respect to the method employed in such calculation at maturity of the Additional InterestNote for all purposes under this Indenture.

Payment of Notes. The Issuers Company will pay or cause to be paid the principal of, premium onpremium, if any, on, and interest and Additional Interestinterest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interestinterest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary thereofof the Company, holds as of 10:00 11:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than equal to the then applicable interest rate on the Notes to the extent lawful; they it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights AgreementThe Company may at any time, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, purpose of obtaining satisfaction and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or discharge with respect to the natureNotes or for any other purpose, extentpay, or calculation of direct any Paying Agent to pay, to the amount of Additional Interest owedTrustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to any applicable abandoned property law, any money deposited with the method employed Trustee or any Paying Agent, or then held by the Company, in such calculation trust for the payment of the Additional Interestprincipal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.

Payment of Notes. (a) The Issuers will Issuer shall pay or cause to be paid the principal of, premium on, if any, of and interest and Additional (including Defaulted Interest, if any, on, ) on the Notes in U.S. Legal Tender on the dates and in the manner provided in the NotesNotes and in this Indenture. PrincipalPrior to 10:00 a.m. New York City time, premiumon the Business Day prior to each Interest Payment Date and the Maturity Date, if anythe Issuer shall deposit with the Paying Agent in immediately available funds U.S. Legal Tender sufficient to make cash payments due on such Interest Payment Date or Maturity Date, as the case may be. If the Issuer or an Affiliate of the Issuer is acting as Paying Agent, the Issuer or such Affiliate shall, prior to 10:00 a.m. New York City time on the Business Day prior to each Interest Payment Date and the Maturity Date, segregate and hold in trust U.S. Legal Tender, sufficient to make cash payments due on such Interest Payment Date or Maturity Date, as the case may be. Principal and interest and Additional Interest, if any, will shall be considered paid on the date due if on such date the Trustee or the Paying Agent, if Agent (other than the Issuers Issuer or a Subsidiary thereof, an Affiliate of the Issuer) holds as of 10:00 a.m. (New York City Time) on the due date money deposited by the Issuers in immediately available funds and accordance with this Indenture U.S. Legal Tender designated for and sufficient to pay all principalprincipal and interest then due and the Trustee or the Paying Agent, premiumas the case may be, if anyis not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. (b) Notwithstanding anything to the contrary contained in this Indenture, and interestthe Issuer may, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest. (c) In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Indenture in effect from time to time (“Applicable Tax Law”) that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Issuer agrees (i) to provide to the Trustee and the Paying Agent sufficient information about the parties and/or transactions (including post-petition interest in any proceeding modification to the terms of such transactions) so the Trustee and the Paying Agent can determine whether it has tax related obligations under Applicable Tax Law, (ii) that the Trustee and the Paying Agent shall be entitled to make any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate withholding or deduction from payments to the extent lawful. In necessary to comply with Applicable Tax Law for which the event that Trustee and the Issuers are required Paying Agent shall not have any liability and (iii) to pay Additional Interest to Holders pursuant hold harmless the Trustee and the Paying Agent for any losses it may suffer due to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) actions it takes to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment datecomply with Applicable Tax Law. The Trustee terms of this section shall not at any time be under any duty or responsibility to any Holder to determine survive the Additional Interest, or with respect to the nature, extent, or calculation termination of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interestthis Indenture.

Payment of Notes. (a) The Issuers Company will pay or cause to be paid the principal of, premium on, if any, and interest and Additional InterestAmounts, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. . (b) The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In . (c) All payments made by or on behalf of the event that Company or any of the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be Guarantors under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extentNotes (whether or not in the form of Definitive Registered Notes) or any Note Guarantee will be made free and clear of and without withholding or deduction for, or calculation on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (i) any jurisdiction in which the Company or any Guarantor (including any successor entity), is then incorporated, engaged in business, organized or resident for tax purposes or any political subdivision or governmental authority thereof or therein or (ii) any jurisdiction from or through which payment is made by or on behalf of the amount Company or any Guarantor (including, without limitation, the jurisdiction of Additional Interest owedany Paying Agent) or any political subdivision or governmental authority thereof or therein (each of (i) and (ii), a “Tax Jurisdiction”), will at any time be required to be made from any payments under or with respect to the method employed Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Company or the relevant Guarantor or other payor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each Holder or beneficial owner of Notes (including Additional Amounts) after such withholding, deduction or imposition will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to: (1) any Taxes, to the extent such Taxes would not have been imposed but for the Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder, if the relevant Holder is an estate, trust, nominee, partnership, limited liability company or corporation) being a citizen or resident or national of, incorporated in the relevant Tax Jurisdiction in which such Taxes are imposed or having any other present or former connection with the relevant Tax Jurisdiction other than the acquisition or holding of such Notes, the exercise or enforcement of rights under such Note or this Indenture or under a Note Guarantee or the receipt of payments in respect of such Note or a Note Guarantee; (2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes withheld, deducted or imposed on a payment to an individual and that are required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income, or any law implementing or complying with or introduced in order to conform to, such directive; (5) any Taxes imposed as result of any Note presented for payment (where presentation is required) by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union; (6) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or with respect to any Note Guarantee; (7) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or beneficial owner of Notes, following the Company’s reasonable written request addressed to the Holder or beneficial owner at least 60 days before any such withholding or deduction would be payable to the Holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally entitled to provide such certification or documentation; (8) any Taxes imposed or withheld by reason of the failure of the Holder or beneficial owner of the Notes to comply with the requirements of Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the date of the Offering Memorandum (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), the U.S. Treasury Regulations issued thereunder or any official interpretation thereof or any agreement entered into pursuant to Section 1471 of the Code; or (9) any combination of clauses (1) through (8) above. (d) In addition to the foregoing, the Company and the Guarantors will also pay and indemnify the Holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and any other liabilities related thereto) which are levied by any Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, this Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee. (e) If the Company or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Company or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Company or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary, and may conclusively presume that no payments are necessary unless and until it receives any such Officer’s Certificate. (f) The Company or the relevant Guarantor will make all withholdings and deductions (within the time period and in the minimum amount) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Company or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Company or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Company or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (g) Whenever in this Indenture or the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such calculation context, Additional Amounts are, were or would be payable in respect thereof. (h) The obligations described under Sections 4.01(c), (d), (e) and (f) hereof will survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Additional InterestCompany or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes (or any Note Guarantee) and any political subdivision or taxing authority or agency thereof or therein having the power to tax.

Payment of Notes. (a) The Issuers Issuer will pay or cause to be paid the principal of, premium on, if any, and interest and Additional InterestAmounts, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers Issuer or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. . (b) The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In . (c) All payments made by or on behalf of the event that Issuer or any of the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be Guarantors under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extentNotes (whether or not in the form of Definitive Registered Notes) or any Note Guarantee will be made free and clear of and without withholding or deduction for, or calculation on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (i) any jurisdiction in which the Issuer or any Guarantor (including any successor entity), is then incorporated, engaged in business, organized or resident for tax purposes or any political subdivision or governmental authority thereof or therein or (ii) any jurisdiction from or through which payment is made by or on behalf of the amount Issuer or any Guarantor (including, without limitation, the jurisdiction of Additional Interest owedany Paying Agent) or any political subdivision or governmental authority thereof or therein (each of (i) and (ii), a “Tax Jurisdiction”), will at any time be required to be made from any payments under or with respect to the method employed Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor or other payor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each Holder or beneficial owner of Notes (including Additional Amounts) after such withholding, deduction or imposition will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to: (1) any Taxes, to the extent such Taxes would not have been imposed but for the Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder, if the relevant Holder is an estate, trust, nominee, partnership, limited liability company or corporation) being a citizen or resident or national of, incorporated in the relevant Tax Jurisdiction in which such Taxes are imposed or having any other present or former connection with the relevant Tax Jurisdiction other than the acquisition or holding of such Notes, the exercise or enforcement of rights under such Note or this Indenture or under a Note Guarantee or the receipt of payments in respect of such Note or a Note Guarantee; (2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes imposed as result of any Note presented for payment (where presentation is required) by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union; (5) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or with respect to any Note Guarantee; (6) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or beneficial owner of Notes, following the Company’s reasonable written request addressed to the Holder or beneficial owner at least 60 days before any such withholding or deduction would be payable to the Holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally entitled to provide such certification or documentation; (7) any Taxes imposed or withheld by reason of the failure of the Holder or beneficial owner of the Notes to comply with the requirements of Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the date of the Offering Memorandum (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), the U.S. Treasury Regulations issued thereunder or any official interpretation thereof or any agreement entered into pursuant to Section 1471 of the Code; or (8) any combination of clauses (1) through (7) above. (d) In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the Holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and any other liabilities related thereto) which are levied by any Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, this Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee. (e) If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary, and may conclusively presume that no payments are necessary unless and until it receives any such Officer’s Certificate. (f) The Issuer or the relevant Guarantor will make all withholdings and deductions (within the time period and in the minimum amount) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (g) Whenever in this Indenture or the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such calculation context, Additional Amounts are, were or would be payable in respect thereof. (h) The obligations described under Sections 4.01(c), (d), (e) and (f) hereof will survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Additional InterestIssuer or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes (or any Note Guarantee) and any political subdivision or taxing authority or agency thereof or therein having the power to tax.

Payment of Notes. (a) The Issuers will Company shall pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interest, if any, will shall be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary thereofone of its Subsidiaries, holds as of 10:00 a.m. (12:30 p.m. New York City Time) time on the due date money deposited by the Issuers Company or a Guarantor in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, interest on the Notes then due. . (b) The Issuers will Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will pay or cause to be paid interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), ) at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement. (c) The Company may at any time, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, purpose of obtaining Satisfaction and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or Discharge with respect to the natureNotes or for any other purpose, extentpay, or calculation of direct any Paying Agent to pay, to the amount of Additional Interest owedTrustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. (d) Any money deposited with the method employed Trustee or any Paying Agent, or then held by the Company, in such calculation trust for the payment of the Additional Interestprincipal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.

Payment of Notes. (a) The Issuers will Issuer shall promptly pay or cause to be paid the principal of, premium onthe cash value of any IPO Redemption Premium, if any, with respect to any redemption or retirement, as applicable, and cash interest and Additional Interest, if any, on, on the Notes and increase the principal amount of the Notes or issue PIK Notes to pay the PIK Interest on the Notes, on the dates and in the manner provided in the NotesNotes and in this Indenture. PrincipalAn installment of principal of, premium, if any, and cash interest and Additional Interest, if any, will any PIK Notes or any increased principal amount of Notes sufficient to pay all PIK Interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds as of 10:00 a.m., New York City time, money sufficient to pay all principal and cash interest then due, and upon delivery of an Authentication Order to the Trustee on or prior to the date the payment is due of any PIK Notes to be authenticated and delivered or any increased principal amount of the applicable Global Notes sufficient to pay all PIK Interest then due, and the Trustee or the Paying Agent, if other than as the Issuers case may be, is not prohibited from paying such money to the holders on that date pursuant to the terms of this Indenture. Any payment of principal or a Subsidiary thereof, holds as interest shall be applied ratably among all series of 10:00 a.m. Notes for which principal or interest is due and owing on such date. (New York City Timeb) on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Issuer shall pay interest (including including, to the extent legally allowed, post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is 1% higher than specified therefor in the then applicable Notes, and it shall pay interest rate on the Notes (including, to the extent lawful; they will pay interest (including legally allowed, post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), ) at the same rate borne by the Notes to the extent lawful. In . (c) The Issuer shall provide the event that Trustee, Paying Agent (if other than the Issuers are required to pay Additional Trustee) and the holders of Notes, written notice of its calculation of cash interest and PIK Interest to Holders pursuant to paragraph 1 of the Registration Rights AgreementNotes, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later less than fifteen (15) days 10 Business Days prior to the proposed payment date for the Additional Interestrelevant Interest Payment Date, and the Additional Interest Notice which notice shall set forth specify the amount of Additional Interest to be paid by as cash interest and the Issuers on such payment date. The Trustee shall not at any time amount to be under any duty or responsibility to any Holder to determine the Additional paid as PIK Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interestif any.

Payment of Notes. (a) The Issuers Company will pay or cause to be paid the principal of, premium on, if any, and interest and Additional InterestAmounts, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. . (b) The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In . (c) All payments made by or on behalf of the event that Company or any of the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be Guarantors under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extentNotes (whether or not in the form of Definitive Registered Notes) or any Note Guarantee will be made free and clear of and without withholding or deduction for, or calculation on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (i) any jurisdiction in which the Company or any Guarantor (including any successor entity), is then incorporated, engaged in business, organized or resident for tax purposes or any political subdivision or governmental authority thereof or therein or (ii) any jurisdiction from or through which payment is made by or on behalf of the amount Company or any Guarantor (including, without limitation, the jurisdiction of Additional Interest owedany Paying Agent) or any political subdivision or governmental authority thereof or therein (each of (i) and (ii), a “Tax Jurisdiction”), will at any time be required to be made from any payments under or with respect to the method employed Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Company or the relevant Guarantor or other payor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each Holder or beneficial owner of Notes (including Additional Amounts) after such withholding, deduction or imposition will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to: (1) any Taxes, to the extent such Taxes would not have been imposed but for the Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder, if the relevant Holder is an estate, trust, nominee, partnership, limited liability company or corporation) being a citizen or resident or national of, incorporated in the relevant Tax Jurisdiction in which such Taxes are imposed or having any other present or former connection with the relevant Tax Jurisdiction other than the acquisition or holding of such Notes, the exercise or enforcement of rights under such Note or this Indenture or under a Note Guarantee or the receipt of payments in respect of such Note or a Note Guarantee; (2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes imposed as result of any Note presented for payment (where presentation is required) by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union; (5) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or with respect to any Note Guarantee; (6) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or beneficial owner of Notes, following the Company’s reasonable written request addressed to the Holder or beneficial owner at least 60 days before any such withholding or deduction would be payable to the Holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally entitled to provide such certification or documentation; (7) any Taxes imposed or withheld by reason of the failure of the Holder or beneficial owner of the Notes to comply with the requirements of Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the date of the Offering Memorandum (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), the U.S. Treasury Regulations issued thereunder or any official interpretation thereof or any agreement entered into pursuant to Section 1471 of the Code; or (8) any combination of clauses (1) through (7) above. (d) In addition to the foregoing, the Company and the Guarantors will also pay and indemnify the Holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and any other liabilities related thereto) which are levied by any Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, this Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee. (e) If the Company or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Company or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Company or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary, and may conclusively presume that no payments are necessary unless and until it receives any such Officer’s Certificate. (f) The Company or the relevant Guarantor will make all withholdings and deductions (within the time period and in the minimum amount) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Company or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Company or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Company or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (g) Whenever in this Indenture or the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such calculation context, Additional Amounts are, were or would be payable in respect thereof. (h) The obligations described under Sections 4.01(c), (d), (e) and (f) hereof will survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Additional InterestCompany or any Guarantor is incorporated, engaged in business for tax purposes or resident for tax purposes or any jurisdiction from or through which such Person makes any payment on the Notes (or any Note Guarantee) and any political subdivision or taxing authority or agency thereof or therein having the power to tax.

Payment of Notes. (a) The Issuers will agree to pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interestinterest, if any, on, on the Notes on the dates and in the manner provided in the NotesNotes and this Indenture. PrincipalNot later than 9:00 a.m. (New York City time) on the due date of any principal of, premium, if any, or interest, if any, on, any Notes, or any redemption or purchase price of the Notes, the Issuers will deposit with the Trustee (or Paying Agent) money in immediately available funds sufficient to pay such amounts; provided, however, that if the Issuers or any Affiliate of the Issuers is acting as Paying Agent, it will, on or before each due date, segregate and interest and Additional Interesthold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. In each case, the Issuers will promptly notify the Trustee of their compliance with this Section 4.01. (b) An installment of principal, premium, if any, or interest, if any, will be considered paid on the date due if the Trustee (or Paying Agent, if other than the Issuers or a Subsidiary thereof, any Affiliate of the Issuers) holds as of 10:00 a.m. (New York City Time) on the due that date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all the installment. If any of the Issuers or their Affiliates acts as Paying Agent, an installment of principal, premium, if any, and or interest, if any, then due. will be considered paid on the due date only if paid to the Holders. (c) The Issuers will agree to pay all Additional Interestinterest on overdue principal, and, to the extent lawful, overdue installments of interest, if any, at the rate per annum specified in the same manner on the dates and Notes. (d) Payments in the amounts set forth in the Registration Rights Agreement. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on respect of the Notes represented by the Global Notes are to be made by wire transfer of immediately available funds to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments accounts specified by the Holders of interest and Additional Interest, if any (without regard the Global Notes. With respect to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights AgreementCertificated Notes, the Issuers will provide written notice (“Additional Interest Notice”) make all payments by wire transfer of immediately available funds to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid accounts specified by the Issuers on Holders thereof or, if no such payment date. The Trustee shall not at any time be under any duty or responsibility account is specified, by mailing a check to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interesteach Holder’s registered address.

Payment of Notes. The Issuers will Company shall promptly pay or cause to be paid the principal ofprincipal, premium onpremium, if any, and interest and Additional InterestAmounts, if any, on, on the Tranche A Notes on the dates and in the manner provided in the Tranche A Notes. Principal, premium, if any, and interest and Additional Interest, if any, will be considered paid on The Company shall promptly pay the date due if the Paying Agent, if other than the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, interest and interestAdditional Amounts, if any, then due. The Issuers will pay all Additional Interest, if any, in on the same manner Tranche B Notes on the dates and in the amounts set forth manner provided in the Registration Rights AgreementTranche B Notes. The Issuers will Except in the case that the Guarantor or any Affiliate of the Guarantor is the Paying Agent, the Company may satisfy its obligations under the preceding sentences by making payment to the Paying Agent. To the extent lawful, the Company or the Guarantor shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is 1% higher than borne by the then applicable interest rate on the Tranche A Notes to the extent lawful; they will and shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months and, in the case of an incomplete month, the number of days elapsed, the amount of interest payable on the Tranche A Notes for any period to be equal to the product of (i) the principal amount of the Tranche A Notes outstanding during such period, (ii) the stated rate to of interest per annum (expressed as a decimal fraction) payable on the Tranche A Notes and (iii) a fraction, the numerator of which is the total number of full months elapsed in such period multiplied by 30, plus the number of days in an incomplete month during which such Tranche A Notes were outstanding, and the denominator of which is 360. To the extent lawful, the Company or the Guarantor shall pay interest on overdue principal at the rate borne by the Tranche B Notes and shall pay interest on overdue installments of interest at the same rate. In Interest will be computed on the event that basis of a 360-day year comprised of twelve 30-day months and, in the Issuers are required case of an incomplete month, the number of days elapsed, the amount of interest payable on the Tranche B Notes for any period to pay Additional Interest to Holders pursuant be equal to the Registration Rights Agreementproduct of (i) the principal amount of the Tranche B Notes outstanding during such period, (ii) the stated rate of interest per annum (expressed as a decimal fraction) payable on the Tranche B Notes and (iii) a fraction, the Issuers will provide written notice (“Additional Interest Notice”) to numerator of which is the Trustee total number of their obligation to pay Additional Interest no later than fifteen (15) full months elapsed in such period multiplied by 30, plus the number of days prior to the proposed payment date for the Additional Interestin an incomplete month during which such Tranche B Notes were outstanding, and the Additional Interest Notice shall set forth the amount denominator of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interestwhich is 360.

Payment of Notes. The Issuers will pay or cause Issuer shall have caused the Trustee to establish an account (the “Trustee Account”) to be paid maintained by the principal ofTrustee for the benefit of the Holders with respect to payments of interest on the 2017 B Notes, premium on, if anyover which the Trustee shall have sole control and dominion. Interest on the 2017 B Notes will accrue, and interest and Additional Interestbe payable by or on behalf of the Issuer to the Trustee, if any, on, daily; provided that the Notes failure by the Issuer to make or have made any such daily payment to the Trustee on any day will not constitute a Default so long as (a) (x) no payment or other transfer by the dates and Company or any of its Restricted Subsidiaries shall have been made on such day under the Cash Management Arrangements or (y) the amount of funds on deposit in the manner provided Trustee Account on such day is equal to the amount of interest which has accrued up to and including such day and (b) on each Interest Payment Date the aggregate amount of funds deposited in the Notes. Principal, premium, if any, and interest and Additional Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) on the due date money deposited by the Issuers in immediately available funds and designated for and Trustee Account is sufficient to pay all principalthe aggregate amount of interest on the 2017 B Notes that is payable by the Trustee to Holders of 2017 B Notes on such Interest Payment Date; provided further, premiumhowever, if any, and interest, if any, then duethat payments of interest shall only be deemed to be overdue to the extent that the aggregate amount of funds deposited in the Trustee Account is not sufficient to pay the aggregate amount of interest on the 2017 B Notes that is payable by the Trustee to Holders on the applicable Interest Payment Date. The Issuers Issuer or any Guarantor will not be the legal owners of the funds on deposit in the Trustee Account. Such amounts may be in cash in U.S. dollars, in Government Securities or in a combination thereof. Any interest earned on Government Securities held in the Trustee Account will be applied to pay fees and expenses of the Trustee and, to the extent of any excess, returned to the Company. Upon the making by or on behalf of the Issuer of any payment into the Trustee Account, the Issuer’s obligation to pay accrued interest shall be discharged to the extent of the amount so paid. If the Trustee fails to make an interest payment on the 2017 B Notes but the Issuer has deposited the funds with the Trustee, it will not be a Default. Unless otherwise expressly instructed in writing by the Issuer, the amounts in the Trustee Account shall be held in cash in U.S. dollars. The Issuer shall pay all Additional Special Interest, if any, in the same manner on the dates and in the amounts set forth in the 2017 B Registration Rights Agreement. The Issuers will Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is 1equal to 1.0% higher than per annum in excess of the then applicable interest rate on the 2017 B Notes to the extent lawful; they will it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any Special Interest (without regard to any applicable grace period), ) at the same rate to the extent lawful. In the event that the Issuers are required to The Trustee shall pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest or cause to be paid the aggregate amount of interest payable on the 2017 B Notes on the dates and in the manner provided in the 2017 B Notes. Principal, premium, if any, Special Interest, if any, and interest shall be considered paid on the date due if the Trustee holds as of noon Eastern Time on the Interest Payment Date money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. If an Interest Payment Date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no additional interest or other amounts shall be payable in respect of the interest period for which such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation is made as a result of the amount such extension of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interesttime.

Payment of Notes. (a) The Issuers will Issuer agrees to pay or cause to be paid the principal ofof and interest (including, premium onwithout limitation, any Additional Amounts, if any, and interest and Additional Interest, if any, on, ) on the Notes on the dates and in the manner provided in the Notes and this Indenture. Not later than 10:00 A.M. (New York City time) on the Business Day (solely in New York City) immediately prior to the due date of the payment of any principal of or interest on any Notes, or any redemption of the Notes, the Issuer will deposit with the Principal Paying Agent Dollars in immediately available funds sufficient to pay such amounts, provided that if the Issuer or any Affiliate of the Issuer is acting as a Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of Dollars sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. In each case the Issuer will promptly notify the Trustee in writing of its compliance with this Section 4.01. (b) Payments made on the Notes will be applied first to interest due and payable on the Notes and then to the reduction of the unpaid principal amount of the Notes. Principal, premium, if any, and An installment of principal or interest and Additional Interest, if any, will be considered paid on the date due if the Trustee (or Paying Agent, if other than the Issuers Issuer or a Subsidiary thereof, any Affiliate of the Issuer) holds as of 10:00 a.m. (New York City Time) on the due that date money deposited by the Issuers in immediately available funds and Dollars designated for and sufficient to pay all the installment. If the Issuer or any Affiliate of the Issuer acts as a Paying Agent, an installment of principal or interest will be considered paid on the due date only if paid to the Holders. (c) Each payment in full of principal, premiumredemption amount, if anyAdditional Amounts and/or interest payable in respect of any Note made by or on behalf of the Issuer to or to the order of the Principal Paying Agent in the manner specified in the Notes and this Indenture on the date due shall be valid and effective to satisfy and discharge the obligation of the Issuer to make payment of principal, redemption amount, Additional Amounts and/or interest payable in respect of any Note on such date, provided, however, that the liability of the Principal Paying Agent hereunder shall not exceed any amounts paid to it by the Issuer, or held by it, on behalf of the Holders under this Indenture; and interest, if any, then due. The Issuers will pay all Additional Interest, if anyprovided further that, in the same manner event that there is a default by the Principal Paying Agent in any payment of principal, redemption amount, Additional Amounts and/or interest in respect of any Note in accordance with the Notes and this Indenture, the Issuer shall pay on demand such further amounts as will result in receipt by the dates and in the Holder of such amounts set forth in the Registration Rights Agreement. as would have been received by it had no such default occurred. (d) The Issuers will Issuer agrees to pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes principal, and to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on , overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate per annum specified in the Notes (1% per annum in excess of the rate per annum borne by the Notes). (e) Payments in respect of the Notes represented by the Global Notes are to be made by wire transfer of immediately available funds to the extent lawfulaccounts specified by the Depositary, as the Holder of the Global Notes. With respect to Certificated Notes all payments shall be payable at the office of the Principal Paying Agent. (f) In the event that a Paying Agent receives from the Issuers are required Issuer or a Guarantor funds in Dollars for the payment of principal, redemption amount, Additional Amounts and/or interest in respect of any Note and such Paying Agent defaults in its obligation to pay Additional Interest to Holders pursuant make any such payment, such funds in Dollars shall be returned to the Registration Rights AgreementIssuer or Guarantor, as the Issuers will provide case may be, promptly upon the written notice (“Additional Interest Notice”) to request by the Issuer or Guarantor, as the case may be, and all liability of the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or Paying Agents with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interestfunds will cease.

Payment of Notes. The Issuers Issuer will pay or cause to be paid the principal of, premium on, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers Issuer or a Subsidiary thereofof the Issuer, holds as of 10:00 a.m. (11:00 a.m., New York City Time) time, on the due date money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. All references in this Indenture or the Notes to “interest” shall be deemed to include Additional Interest, if any, unless the context requires otherwise. The Issuers Issuer will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the applicable Registration Rights Agreement. The Issuers Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than equal to the then applicable interest rate on the Notes to the extent lawful; they the Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights AgreementThe Issuer may at any time, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, purpose of obtaining satisfaction and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or discharge with respect to the natureNotes or for any other purpose, extentpay, or calculation of direct any Paying Agent to pay, to the amount of Additional Interest owedTrustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the method employed Trustee or any Paying Agent, or then held by the Issuer, in such calculation trust for the payment of the Additional Interestprincipal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Issuer on its request, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall, at the expense of the Issuer, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.

Payment of Notes. The Issuers will No later than 10 a.m. (London time) on the Business Day prior to a payment date, the Issuer shall pay or cause to be paid the principal of, interest and premium onand Additional Amounts, if any, and interest on the Notes in the manner provided in the Notes. Principal, interest, premium and Additional InterestAmounts, if any, on, the Notes shall be considered paid on the dates and date due if the Principal Paying Agent, receives such payment by such time in the manner provided in the Notes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, will and interest shall be considered paid on the date due if the Issuer holds, in an account with the Paying Agent, if other than the Issuers Issuer or a Subsidiary thereof, holds as of 10:00 by 10 a.m. (New York City TimeLondon time) on the Business Day prior to the due date date, money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, Additional Amounts, if any, and interest then due. Principal of, interest, premium and Additional Amounts, if any, then dueon Global Notes will be payable at the corporate trust office or agency of the Principal Paying Agent maintained in the City of London for such purposes, at the corporate trust office or agency of the Paying Agent maintained in the Borough of Manhattan, City of New York, for such purposes and, for as long as any Notes are admitted to trading on the Euro MTF and listed on the Official List of the Luxembourg Stock Exchange, at the office of the Paying Agent appointed in Luxembourg. The Issuers All payments on the Global Notes will pay all be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Holder. Principal of, interest, premium and Additional InterestAmounts, if any, on any Definitive Registered Notes will be payable at the corporate trust office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03. In addition, interest on Definitive Registered Notes may be paid by check mailed to the same manner person entitled thereto as shown on the dates and in the amounts set forth in the Registration Rights AgreementRegister for such Definitive Registered Notes. The Issuers will Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is equal to 1% higher than per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they will . The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), ) at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. (a) The Issuers Company will pay or cause to be paid the principal of, premium on, if any, and interest and Additional InterestAmounts, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. . (b) The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In . (c) All payments made by or on behalf of the event that Company or any of the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be Guarantors under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extentNotes (whether or not in the form of Definitive Registered Notes) or any Note Guarantee will be made free and clear of and without withholding or deduction for, or calculation on account of, any present or future Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (i) any jurisdiction in which the Company or any Guarantor (including any successor entity), is then incorporated, engaged in business, organized or resident for tax purposes or any political subdivision or governmental authority thereof or therein or (ii) any jurisdiction from or through which payment is made by or on behalf of the amount Company or any Guarantor (including, without limitation, the jurisdiction of Additional Interest owedany Paying Agent) or any political subdivision or governmental authority thereof or therein (each of (i) and (ii), a “Tax Jurisdiction”), will at any time be required to be made from any payments under or with respect to the method employed Notes or any Note Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Company or the relevant Guarantor or other payor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received and retained in respect of such payments by each Holder or beneficial owner of Notes (including Additional Amounts) after such withholding, deduction or imposition will equal the respective amounts that would have been received and retained in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to: (1) any Taxes, to the extent such Taxes would not have been imposed but for the Holder or the beneficial owner of the Notes (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant Holder, if the relevant Holder is an estate, trust, nominee, partnership, limited liability company or corporation) being a citizen or resident or national of, incorporated in the relevant Tax Jurisdiction in which such Taxes are imposed or having any other present or former connection with the relevant Tax Jurisdiction other than the acquisition or holding of such Notes, the exercise or enforcement of rights under such Note or this Indenture or under a Note Guarantee or the receipt of payments in respect of such Note or a Note Guarantee; (2) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30 day period); (3) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes; (4) any Taxes imposed as result of any Note presented for payment (where presentation is required) by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union; (5) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes or with respect to any Note Guarantee; (6) any Taxes to the extent such Taxes are imposed or withheld by reason of the failure of the Holder or beneficial owner of Notes, following the Company’s reasonable written request addressed to the Holder or beneficial owner at least 60 days before any such withholding or deduction would be payable to the Holder or beneficial owner, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder or beneficial owner is legally entitled to provide such certification or documentation; (7) any Taxes imposed or withheld by reason of the failure of the Holder or beneficial owner of the Notes to comply with the requirements of Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the date of the Offering Memorandum (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), the U.S. Treasury Regulations issued thereunder or any official interpretation thereof or any agreement entered into pursuant to Section 1471 of the Code; or (8) any combination of clauses (1) through (7) above. (d) In addition to the foregoing, the Company and the Guarantors will also pay and indemnify the Holder for any present or future stamp, issue, registration, value added, transfer, court or documentary Taxes, or any other excise or property Taxes, charges or similar levies (including penalties, interest and any other liabilities related thereto) which are levied by any Tax Jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, this Indenture, any Note Guarantee or any other document referred to therein, or the receipt of any payments with respect thereto, or enforcement of, any of the Notes or any Note Guarantee. (e) If the Company or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Note Guarantee, the Company or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company or the relevant Guarantor shall notify the Trustee in writing promptly thereafter) an Officer’s Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificates must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The Company or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely absolutely on an Officer’s Certificate as conclusive proof that such payments are necessary, and may conclusively presume that no payments are necessary unless and until it receives any such Officer’s Certificate. (f) The Company or the relevant Guarantor will make all withholdings and deductions (within the time period and in the minimum amount) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Company or the relevant Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Company or the relevant Guarantor will furnish to the Trustee (or to a Holder upon request), within 60 days after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Company or a Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably satisfactory to the Trustee) by such entity. (g) Whenever in this Indenture or the Notes there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Notes or any Note Guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such calculation context, Additional Amounts are, were or would be payable in respect thereof. (h) The obligations described under Sections 4.01(c), (d), (e) and (f) hereof will survive any termination, defeasance or discharge of this Indenture, any transfer by a Holder or beneficial owner of its Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Additional InterestCompany or any Guarantor is incorporated, engaged in business, organized or resident for tax purposes or any jurisdiction from or through which any payment under or with respect to the Notes (or any Note Guarantee) is made by or on behalf of such Person and any political subdivision or governmental authority thereof or therein.

Payment of Notes. The Issuers will pay or cause to be paid the principal of, premium on, if any, and interest and Additional Interest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary thereofof the Partnership, holds as of 10:00 a.m. (a.m., New York City Time) time, on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the applicable Registration Rights Agreement. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights AgreementThe Partnership may at any time, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, purpose of obtaining satisfaction and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or discharge with respect to the natureNotes or for any other purpose, extentpay, or calculation of direct any Paying Agent to pay, to the amount of Additional Interest owedTrustee all sums held in trust by the Partnership or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Partnership or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the method employed Trustee or any Paying Agent, or then held by the Partnership, in such calculation trust for the payment of the Additional Interestprincipal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Partnership on its request, or (if then held by the Partnership) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Partnership for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Partnership as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall, at the expense of the Partnership, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Partnership.

Payment of Notes. The Issuers will (and, prior to the Escrow Release Date, the Escrow Issuers), jointly and severally, shall pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interestinterest, if any, on, on the Notes on the dates and in the manner provided in the NotesNotes and this Indenture. Principal, premium, if any, and interest and Additional Interestinterest, if any, will shall be considered paid on the date due if the Paying Agent, if other than the Issuers Issuer, the Co-Issuer or a Subsidiary thereofGuarantor or an Affiliate of the Issuer, the Co-Issuer or a Guarantor, holds as of 10:00 a.m. noon (New York City Timetime) on the due date money deposited by the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, interest then due. The Issuers will pay all Additional Interest(and, if anyprior to the Escrow Release Date, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Escrow Issuers) shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is 1% higher than equal to the then applicable interest rate on the Notes to the extent lawful; they will the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), ) at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. The Issuers will Company shall pay or cause to be paid interest on the principal of, premium on, if any, Notes as provided in the Notes and interest and Additional Interest, if any, on, this Indenture. The Company shall promptly make all payments in respect of the Notes on the dates and in the manner provided in the NotesNotes or pursuant to this Indenture. PrincipalPrincipal Amount, premiumPurchase Price and Fundamental Change Purchase Price and accrued and unpaid interest, if anySpecial Interest, and interest Additional Amounts and Additional Interest, if any, will shall be considered paid on the applicable date due if the Paying Agentby 11:00 a.m., if other than the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) time, on such date the due date money deposited by the Issuers Paying Agent holds, in immediately available funds and designated for and accordance with this Indenture, cash or securities, if permitted hereunder, sufficient to pay all principal, premium, if any, and interest, if any, such amounts then due. The Issuers will Company shall, to the fullest extent permitted by law, pay all interest on overdue principal and overdue installments of interest, Special Interest, Additional Amounts and Additional Interest, if any, at the rate borne by the Notes per annum plus 1%. All references in this Indenture or the same manner on the dates Notes to interest shall, without duplication, be deemed to include Special Interest, Additional Amounts and in the amounts set forth in Additional Interest, if any, payable pursuant to the Registration Rights Agreement. The Issuers will pay interest (including post-petition interest in If at any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay time Additional Interest to Holders becomes payable by the Company pursuant to the Registration Rights Agreement, the Issuers will provide written notice Company shall promptly deliver to the Trustee a certificate to that effect and stating (“i) the amount of such Additional Interest Notice”that is payable and (ii) the date on which such Additional Interest is payable pursuant to the terms of the Registration Rights Agreement. Unless and until a Responsible Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment. Each payment of the principal of and interest, Special Interest, Additional Amounts and Additional Interest, if any, on the Notes due in cash shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Subject to Section 4.1 and Section 5.1, the Company shall pay interest, Additional Amounts and Additional Interest, if any, on the Notes to the Person in whose name the Notes are registered at the close of business on the Regular Record Date next preceding the corresponding Interest Payment Date. Any such interest, Additional Amounts and Additional Interest, if any, not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may be paid (a) to the Trustee Person in whose name the Notes are registered at the close of their obligation business on a Special Record Date for the payment of such defaulted interest, Additional Amounts and Additional Interest, if any, to pay Additional Interest no later be fixed by the Trustee, notice whereof shall be given to the Holders not less than fifteen (15) 10 calendar days prior to such Special Record Date or (b) at any time in any other lawful manner not inconsistent with the proposed requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange. In addition to any other payment required by the Notes and this Indenture, the Company shall make a one-time payment (a “Special Interest Payment”), as special interest (“Special Interest”), in an amount equal to 4% of the principal amount of the Notes outstanding as of the Special Interest Record Date. The Special Interest Payment shall be paid to the Person in whose name the Notes are registered at the close of business on a special interest payment record date (“Special Interest Payment Record Date”) for the payment of such Special Interest, which shall be four business days after the Acquisition Date. The Special Interest Payment shall be payable five business days after the completion of the Company’s acquisition of InfrastruX Group, Inc. (the “Acquisition Date”). On or prior to the Acquisition Date, the Company shall deliver to the Trustee a certificate stating the amount of Special Interest that is payable pursuant to this Section 6.1 and the date on which Special Interest is payable. The Holder must surrender the Notes to the Paying Agent to collect payment of principal. Payment of cash interest, Additional Amounts and Additional Interest, and if any, on Certificated Securities in the Additional Interest Notice shall set forth the aggregate principal amount of $5,000,000 or less shall be made by check mailed to the address of the Person entitled thereto as such address appears in the Register, and payment of cash interest, Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Amounts and Additional Interest, if any, on Certificated Securities in aggregate principal amount in excess of $5,000,000 shall be made by wire transfer in immediately available funds at the election of such Holder. Notwithstanding the foregoing, so long as the Notes are registered in the name of a Depositary or its nominee, all payments with respect to the nature, extent, or calculation Notes shall be made by wire transfer of immediately available funds to the account of the amount of Depositary or its nominee. At the Stated Maturity, interest, Additional Interest owedAmounts and Additional Interest, if any, on Certificated Securities will be payable at the office or with respect to the method employed in such calculation agency of the Additional InterestCompany described in Section 6.5.

Payment of Notes. The Issuers will No later than 10 a.m. (London time) on the Business Day prior to a payment date, the Issuer shall pay or cause to be paid the principal of, interest and premium onand Additional Amounts, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, will and interest shall be considered paid on the date due if the Issuer holds, in an account with the Paying Agent, if other than the Issuers Issuer or a Subsidiary thereof, holds as of 10:00 by 10 a.m. (New York City TimeLondon time) on the Business Day prior to the due date date, money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, Additional Amounts, if any, and interest then due. Principal of, interest, premium and Additional Amounts, if any, then dueon Global Notes will be payable at the corporate trust office or agency of the Principal Paying Agent maintained in the City of London for such purposes, at the corporate trust office or agency of the Paying Agent maintained in the Borough of Manhattan, City of New York, for such purposes and, for as long as any Notes are admitted to trading on the Euro MTF and listed on the Official List of the Luxembourg Stock Exchange, at the office of the Paying Agent appointed in Luxembourg. The Issuers All payments on the Global Notes will pay all be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Holder. Principal of, interest, premium and Additional InterestAmounts, if any, on any Definitive Registered Notes will be payable at the corporate trust office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03. In addition, interest on Definitive Registered Notes may be paid by check mailed to the same manner person entitled thereto as shown on the dates and in the amounts set forth in the Registration Rights AgreementRegister for such Definitive Registered Notes. The Issuers will Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is equal to 1% higher than per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they will . The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), ) at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. The Issuers Issuer will pay or cause to be paid the principal of, premium on, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers Issuer or a Subsidiary thereofof the Issuer, holds as of 10:00 a.m. (a.m., New York City Time) time, on the due date money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. All references in this Indenture or the Notes to “interest” shall be deemed to include Additional Interest, if any, unless the context requires otherwise. The Issuers Issuer will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the applicable Registration Rights Agreement. The Issuers Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than equal to the then applicable interest rate on the Notes to the extent lawful; they the Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights AgreementThe Issuer may at any time, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, purpose of obtaining satisfaction and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or discharge with respect to the natureNotes or for any other purpose, extentpay, or calculation of direct any Paying Agent to pay, to the amount of Additional Interest owedTrustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the method employed Trustee or any Paying Agent, or then held by the Issuer, in such calculation trust for the payment of the Additional Interestprincipal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Issuer on its request, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall, at the expense of the Issuer, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.

Payment of Notes. (a) The Issuers will Issuer shall pay or cause to be paid the principal of, premium on, if any, of and interest and Additional (including Defaulted Interest, if any, on, ) on the Notes in U.S. Legal Tender on the dates and in the manner provided in the NotesNotes and in this Indenture. PrincipalPrior to 10:00 a.m. New York City time, premiumon the Business Day prior to each Interest Payment Date and the Maturity Date, if anythe Issuer shall deposit with the Paying Agent in immediately available funds U.S. Legal Tender sufficient to make cash payments due on such Interest Payment Date or Maturity Date, as the case may be. If the Issuer or an Affiliate of the Issuer is acting as Paying Agent, the Issuer or such Affiliate shall, prior to 10:00 a.m. New York City time on the Business Day prior to each Interest Payment Date and the Maturity Date, segregate and hold in trust U.S. Legal Tender, sufficient to make cash payments due on such Interest Payment Date or Maturity Date, as the case may be. Principal and interest and Additional Interest, if any, will shall be considered paid on the date due if on such date the Trustee or the Paying Agent, if Agent (other than the Issuers Issuer or a Subsidiary thereof, an Affiliate of the Issuer) holds as of 10:00 a.m. (New York City Time) on the due date money deposited by the Issuers in immediately available funds and accordance with this Indenture U.S. Legal Tender designated for and sufficient to pay all principalprincipal and interest then due and the Trustee or the Paying Agent, premiumas the case may be, if anyis not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. (b) Notwithstanding anything to the contrary contained in this Indenture, and interestthe Issuer may, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest. (c) In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Indenture in effect from time to time (“Applicable Tax Law”) that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Issuer agrees (i) to provide to the Trustee and the Paying Agent sufficient information about the parties and/or transactions (including post-petition interest in any proceeding modification to the terms of such transactions) so the Trustee and Paying Agent can determine whether it has tax related obligations under Applicable Tax Law, (ii) that the Trustee and the Paying Agent shall be entitled to make any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate withholding or deduction from payments to the extent lawful. In necessary to comply with Applicable Tax Law for which the event that Trustee and the Issuers are required Paying Agent shall not have any liability and (iii) to pay Additional Interest to Holders pursuant hold harmless the Trustee and the Paying Agent for any losses it may suffer due to the Registration Rights Agreement, actions it takes to comply with Applicable Tax Law. The terms of this section shall survive the Issuers will provide written notice termination of this Indenture. (“Additional Interest Notice”d) to The Issuer hereby instructs the Trustee to establish an “Issue Date Note Account” for reception of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date interest and principal payments for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional InterestIssue Date Notes.

Payment of Notes. The Issuers will shall pay or cause to be paid the principal of, premium onpremium, if any, Additional Interest, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the NotesNotes and this Indenture. Principal, premium, if any, and interest and Additional Interest, if any, will and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary thereofSubsidiary, holds as of 10:00 11:00 a.m. (New York City Timetime) on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, interest then due. The Issuers will shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. In the event the Issuers are required to pay Additional Interest, the Issuers will provide written notice to the Registrar and the Trustee of the Issuers’ obligation to pay Additional Interest no later than 15 days prior to the next Interest Payment Date, which notice shall set forth the amount of the Additional Interest to be paid by the Issuers. None of the Trustee or any Agent shall at any time be under any duty or responsibility to any Holders to determine whether the Additional Interest is payable and the amount thereof. The Issuers will shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is 1% higher than equal to the then applicable interest rate on the Notes to the extent lawful; they will it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any Interest (without regard to any applicable grace period), ) at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. The Issuers will shall pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interest, if any, will shall be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary thereof, holds as of 10:00 a.m. (11:00 a.m., New York City Time) time, on the due date money deposited by the Issuers an Issuer or a Guarantor in immediately available funds and designated for and sufficient to pay all principal, premium, if any, interest and interestAdditional Interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, at a the rate that is 1% higher than equal to the then applicable interest rate on the Notes to the extent lawful; and they will shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to The Company shall notify the Trustee of their obligation to pay the amounts and payment dates of any Additional Interest that may become payable under any Registration Rights Agreement no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. (a) The Issuers will shall pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the NotesNotes and in this Indenture. Principal, premium, if any, and interest and Additional Interest, if any, will shall be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary thereofGuarantor, holds as of 10:00 a.m. (New York City Time) time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interestinterest then due. Such Paying Agent shall return to the Issuers, no later than five Business Days following the date of payment, any money (including accrued interest paid by the Issuers) that exceeds such amount of principal, premium, if any, then due. and interest paid on the Notes. (b) The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is 1equal to 2% higher than per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they will , and -44- 52 it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), ) at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional . (c) Through and including June 15, 1999, on each Interest to Holders pursuant to the Registration Rights AgreementPayment Date, the Issuers will provide written notice (“may, at their option and in their sole discretion, in lieu of the payment in whole or in part of cash on the Notes, pay interest on the Notes through the issuance of Additional Interest Notice”) Notes in an aggregate principal amount equal to the amount of interest that would be payable with respect to the Notes, if such interest were paid in cash. After June 15, 1999, the Issuers shall pay interest on the Securities in cash. The Issuers shall notify the Trustee in writing of their obligation its election to pay interest through the issuance of Additional Interest no later Notes not less than fifteen (15) 10 nor more than 45 days prior to the proposed payment record date for an Interest Payment Date on which Additional Notes will be issued. On each such Interest Payment Date, the Trustee shall authenticate Additional InterestNotes for original issuance to each Holder on the relevant record date in the aggregate principal amount required to pay such interest. Each Additional Note is an additional obligation of the Issuers and shall be governed by, and entitled to the Additional Interest Notice benefits of, this Indenture and shall set forth be subject to the amount terms of Additional Interest this Indenture and shall be pari passu with and subject to be paid by the Issuers on such payment date. The Trustee shall not at any same terms (including the rate of interest from time be under any duty or responsibility to any Holder to determine time payable thereon) as the Additional InterestNotes (except, or as the case may be, with respect to the natureissuance date and aggregate principal amount). From and after June 15, extent1999, or calculation of interest on the Notes will be payable only in cash. To the extent any cash interest is not paid then, the amount of Additional Interest owed, or with respect not so paid will bear interest at the interest rate then applicable to the method employed in such calculation Notes plus 2.00%. Interest will be computed on the basis of the Additional Interesta 360-day year comprised of twelve 30 day months.

Payment of Notes. The Issuers will Company shall pay or cause to be paid the principal of, premium oninterest on and Premium, if any, and interest and Additional InterestBreak Amount, if any, onwith respect to, the Notes on the dates and in the manner provided in this Indenture and in the Notes. PrincipalThe Company will, premiumon or before each due date for the payment of the principal of, interest on, Premium, if any, or Break Amount, if any, due under any of the Notes, deposit with the Trustee payments sufficient to pay the principal, interest, Premium, if any, or Break Amount, if any, so becoming due, and the Trustee shall immediately deposit all such payments in the Collection Account. The principal of, interest on, Premium, if any, Break Amount, if any, and interest and Additional Interest, if any, other amounts due under any of the Notes or hereunder will be considered paid on the date due if the Paying Agentpayable in Dollars by wire transfer of immediately available funds not later than 12:30 p.m., if other than the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) time, on the due date money of payment to the Trustee at the Corporate Trust Office for distribution in the manner provided herein. The Trustee will make funds deposited in the Collection Account on a Distribution Date and required to be distributed to Noteholders pursuant to Section 3.2 available to the Paying Agent for such distribution. The Paying Agent shall distribute amounts payable to each Noteholder by check mailed to such Noteholder at its address appearing in the Issuers Register, except that with respect to Notes registered on the applicable Record Date in the name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer in immediately available funds and to the account designated for and sufficient to pay all principal, premium, if any, and interest, if any, then dueby such Clearing Agency (or such nominee). The Issuers will pay all Additional InterestCompany shall not have any responsibility for the distribution of such payments to any Noteholder. Any payment made hereunder shall be made without any presentment or surrender of any Notes, if anyexcept that, in the same manner on case of the dates and final payment in the amounts set forth in the Registration Rights Agreement. The Issuers will pay interest (including post-petition interest in respect of any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes Note, such Note shall be surrendered to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments Paying Agent for cancellation against receipt of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interestpayment.

Payment of Notes. The Issuers Company will pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional InterestAmounts, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers Company, the Parent or a any other Restricted Subsidiary thereof, holds as of 10:00 a.m. 5:00 p.m. (New York City TimeLondon time) on one Business Day prior to the due date money deposited by the Issuers Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interestinterest and Additional Amounts, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner Not later than 5:00 p.m. (London time) on the dates and in second Business Day immediately preceding each payment date, the amounts set forth in Company shall confirm such payment, or procure confirmations by an e-mail or fax message from the Registration Rights Agreementbank making such payment to the Paying Agent. For the avoidance of doubt, the Paying Agent shall only be obliged to remit money to Holders if it has actually received such money from the Company. The Issuers Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, at a the rate that is 1% higher than equal to the then applicable interest rate on the Notes to the extent lawful; they it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any any, (without regard to any applicable grace period), ) at the same rate to the extent lawful. In An installment of principal or interest will be considered paid on the event date due if the Paying Agent, other than the Company or any Affiliate of the Company, holds on that the Issuers are required date money designated for and sufficient to pay Additional Interest to Holders pursuant the installment. If the Company or any Affiliate of the Company acts as Paying Agent, an installment of principal or interest will be considered paid on the due date only if paid to the Registration Rights AgreementHolders. Anything in this Section 4.01 to the contrary notwithstanding, the Issuers will provide written notice (“Additional Interest Notice”) Company may at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture or for any other reason, pay or cause to be paid to the Trustee of their obligation to all sums held in trust by the Company or any Paying Agent hereunder, as required by this Section 4.01 and such sums shall be held by the Trustee. If the Paying Agent shall pay Additional Interest no later than fifteen (15) days prior all sums held in trust to the proposed payment date Trustee as required under this Section 4.01, the Paying Agent shall have no further liability for the Additional Interest, and money so paid over to the Additional Interest Notice Trustee. The Paying Agent shall set forth not be bound to make any payment until it has received the full amount of Additional Interest due to be paid by the Issuers on such payment dateto it pursuant to this Section 4.01. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect Anything in this Section 4.01 to the naturecontrary notwithstanding, extent, or calculation of the amount of Additional Interest owed, or with respect agreements to hold sums as provided in this Section 4.01 are subject to the method employed in such calculation provisions of the Additional Interest8.06.

Payment of Notes. The Issuers will Issuer shall pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional InterestAmounts, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, will be considered paid on the date due if the Paying AgentAgent holds (i) in the case of the Dollar Notes, if other than the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. (AM New York City Time) time on the due date, or (ii) in the case of the Sterling Notes, as of 10:00 A.M. New York time on the Business Day prior to the due date (or such other time as the Issuer and the Paying Agent may mutually agree from time to time), money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premiumpremium and Additional Amounts, if any, and interest, if any, interest then duedue and is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the Intercreditor Deed. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is 1% higher than equal to the then applicable interest rate on the Notes to the extent lawful; they Notes. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), periods) at the same rate rate. If a Paying Agent pays out funds on or after the due date therefor, or pays out funds (although it is not obligated) on the assumption that the corresponding payment by the Issuer has been or will be made and such payment has in fact not been so made by the Issuer, then the Issuer shall on demand reimburse the Paying Agent for the relevant amount, and pay interest to the extent lawful. In Paying Agent on such amount from the event that the Issuers are required to pay Additional Interest to Holders pursuant date on which it is paid out to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) date of reimbursement at a rate per annum equal to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior cost to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth Paying Agent of funding the amount of Additional Interest to be paid out, as certified by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional InterestPaying Agent and expressed as a rate per annum.

Payment of Notes. (a) The Issuers will Issuers, jointly and severally, shall pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interest, if any, will shall be considered paid on the date due if the Trustee or the Paying Agent, if other than the Issuers or a Subsidiary thereofany Issuer, holds as of 10:00 a.m. (New York City Time) Time on the Business Day immediately preceding the due date money deposited by the Issuers in of immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, interest then due. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue on such amount for the intervening period. (b) [Reserved]. (c) The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is 1% higher than equal to the then applicable interest rate on the Notes to the extent lawful; they will the Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), ) at the same rate to the extent lawful. In . (d) Notwithstanding anything to the event that contrary contained in this Indenture, the Issuers are Issuers, the Trustee and any Paying Agent may, to the extent it is required to pay Additional Interest do so by law, deduct or withhold income or other similar taxes imposed from principal or interest payments hereunder. The Issuers, the Trustee and the Paying Agent shall reasonably cooperate with each other and shall provide each other with copies of documents or information reasonably necessary for each of the Issuers, the Trustee and the Paying Agent to Holders comply with any withholding tax or tax information reporting obligations imposed on any of them, including any obligations imposed pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or an agreement with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interesta governmental authority.

Payment of Notes. (a) The Issuers will Company shall pay or cause to be paid the principal of, premium on, if any, of and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the NotesNotes and this Indenture. Principal, premium, if any, and An installment of principal or cash interest and Additional Interest, if any, will shall be considered paid on the date due if the Trustee or Paying Agent, if Agent (other than the Issuers Company or a any Subsidiary of the Company or any Affiliate of any thereof, ) holds as of 10:00 a.m. (New York City Time) on the due such date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then duesuch installment. An installment of PIK Interest shall be considered paid on the due date. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Company shall pay interest (including post-petition interest in any proceeding under any Accrued Bankruptcy LawInterest) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) and on overdue installments of interest and Additional Interestinterest, if any (without regard to any applicable grace period), in each case at the same rate per annum specified in the Notes, to the extent lawful. In On the event that Maturity Date, the Issuers are Company shall pay all accrued and unpaid interest on the Notes in cash. (b) The Company shall pay interest on the Notes at the rate of 13.5% per annum payable semi-annually in arrears. Such Interest shall be paid in-kind through the issuance of Additional Notes (the “PIK Notes”). (c) Not less than five Business Days prior to each Interest Payment Date, the Company may deliver to the Trustee an Officers’ Certificate notifying the Trustee of the aggregate amount of PIK Notes to be issued, and specifying the amount of PIK Notes to be issued through the issuance of additional Physical Securities and the amounts to be issued through increases in Global Securities. On or after the date of such Officers’ Certificate but not less than 2 Business Days prior to the relevant Interest Payment Date, the Company shall deliver to the Trustee any additional Physical Securities to be issued, which additional Physical Securities shall have been duly executed by the Company in the manner provided in Section 2.2. On the relevant Interest Payment Date the Trustee shall record increases in the Global Securities and, if so requested by the Company, authenticate additional Physical Securities, as appropriate, in the aggregate principal amounts required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interestinterest then due.

Payment of Notes. The Issuers will Issuer shall pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional InterestAmounts, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, will be considered paid on the date due if the Paying AgentAgent holds (i) in case of the Dollar Notes, if other than the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. (AM New York City Time) time on the due date, or (ii) in case of the Euro Notes, as of 10:00 AM New York time on the Business Day prior to the due date (or such later time as the Issuer and the Paying Agent may mutually agree, from time to time), money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premiumpremium and Additional Amounts, if any, and interest, if any, interest then duedue and is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture or the Intercreditor Deed. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is 1% higher than equal to the then applicable interest rate on the Notes to the extent lawful; they Notes. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), periods) at the same rate rate. If a Paying Agent pays out funds on or after the due date therefor, or pays out funds (although it is not obligated) on the assumption that the corresponding payment by the Issuer has been or will be made and such payment has in fact not been so made by the Issuer, then the Issuer shall on demand reimburse the Paying Agent for the relevant amount, and pay interest to the extent lawful. In Paying Agent on such amount from the event that the Issuers are required to pay Additional Interest to Holders pursuant date on which it is paid out to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) date of reimbursement at a rate per annum equal to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior cost to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth Paying Agent of funding the amount of Additional Interest to be paid out, as certified by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional InterestPaying Agent and expressed as a rate per annum.

Payment of Notes. The Issuers will Issuer shall pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interestinterest, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interestinterest, if any, will shall be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary or Affiliate thereof, holds as of 10:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is equal to 1% higher than per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they will it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), ) at the same rate to the extent lawful. In The Credit Parties may terminate their obligations under this Indenture, the event Notes and the Security Documents if (A) all Notes previously authenticated and delivered, if any (other than destroyed, lost or stolen Notes that the Issuers are required to pay Additional Interest to Holders have been replaced Indenture pursuant to Section 2.06 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Registration Rights AgreementIssuer, the Issuers will provide written notice (“Additional Interest Notice”as provided in Section 2.04) have been delivered to the Trustee of their obligation to pay Additional Interest no later than fifteen for cancellation and the Credit Parties have irrevocably paid all amounts payable by them hereunder and (15B) days prior the Company has delivered to the proposed payment date Trustee an Officer's Certificate and an Opinion of Counsel, at the cost and expense of the Company, in each case stating that all conditions precedent provided for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect herein relating to the nature, extent, or calculation satisfaction and discharge of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interestthis Indenture have been complied with.

Payment of Notes. The Issuers will Company shall pay or cause to be paid the principal of, premium on, if any, and interest and Additional Interest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest on the Notes in the manner provided in the Notes and Additional this Indenture. In the event that the Company determines to pay PIK Interest for any interest period, then Company will deliver a notice (a “PIK Election”) to the Trustee no later than thirty days prior to the beginning of the relevant interest period, which notice will state the total amount of interest to be paid on the Interest Payment Date in respect of such interest period and the amount of such interest to be paid as PIK Interest. The Trustee, if anyon behalf of the Company, will promptly deliver a corresponding notice provided by the Company to the Holders. For the avoidance of doubt, interest on the Notes in respect of any interest period for which a PIK Election is not timely delivered must be paid entirely in cash (“Cash Interest”). Notwithstanding anything to the contrary herein, the payment of accrued interest in connection with any purchase of Notes pursuant to Sections 4.10 and 4.13 hereof shall be made solely in cash. Cash Interest shall be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary thereofSubsidiary, holds as of 10:00 a.m. (New York City Timetime) on the due date money deposited by the Issuers Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, Cash Interest then due. The Issuers will pay all Additional Interest, if any, in the same manner PIK Interest shall be considered paid on the dates and in date due if on such date the amounts set forth in Trustee has received (i) an Authentication Order to increase the Registration Rights Agreementbalance of any Global Note to reflect such PIK Interest or (ii) PIK Notes duly executed by the Company together with Authentication Order requesting the authentication of such PIK Notes by the Trustee. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. The Issuers will Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on (i) overdue principal at a rate that is 1% higher than the then applicable interest rate principal, from time to time on the Notes demand to the extent lawful; they will pay , at the interest rate applicable to the Notes and (including post-petition interest in any proceeding under any Bankruptcy Lawii) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace periodperiods), at the same rate from time to time on demand to the extent lawful, at the interest rate applicable to the Notes plus 2.0%. In If a Note would otherwise constitute an “applicable high yield discount obligation” within the event that meaning of Section 163(i)(1) of the Issuers are Code, before the close of each accrual period ending after the fifth anniversary of the issue date of such Note, the Company will make such payments on the Note as required to pay Additional Interest to Holders pursuant to prevent the Registration Rights Agreement, the Issuers will provide written notice (Note from being treated as an “Additional Interest Noticeapplicable high yield discount obligation.”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. (a) The Issuers Company will pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interest, if any, any will be considered paid on the date due if the Luxembourg Paying Agent, if other than the Issuers Company or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers Company in immediately available funds and designated for and sufficient to pay all principalprincipal of, premium, if any, and interestinterest and Additional Interest, if any, then due. The Issuers Company will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is 1% higher than specified therefor in the then applicable Notes, and it shall pay interest on overdue installments of interest at the same rate on borne by the Notes to the extent lawful; they will pay interest . (including post-petition interest in any proceeding under any Bankruptcy Lawi) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event All payments that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be Company makes under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the natureNotes and that any Guarantor makes under or with respect to any Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future tax, extentduty, levy, impost, assessment or calculation other governmental charges (including, without limitation, penalties, interest and other similar liabilities related thereto) of whatever nature (collectively, “Taxes”) imposed or levied by or on behalf of the United States, any jurisdiction in which the Company or any Guarantor is incorporated, organized or otherwise resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or by or within any department or political subdivision or governmental authority or in any of the foregoing having the power to tax (each, a “Relevant Taxing Jurisdiction”), unless withholding or deduction is then required by law or by the interpretation or administration of law. If the Company or any Guarantor is required to withhold or deduct any amount for or on account of Additional Interest owed, Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the method employed Notes, the Company or such Guarantor, as the case may be, shall pay additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by each Holder or beneficial owner of the Notes (including Additional Amounts) after such withholding or deduction will be not less than the amount the Holder or beneficial owner would have received if such Taxes had not been required to be withheld or deducted. If the Company or any Guarantor conducts business in any jurisdiction (an “Additional Taxing Jurisdiction”) other than a Relevant Taxing Jurisdiction and, as a result, is required by the law of such Additional Taxing Jurisdiction to withhold or deduct any amount on account of the Taxes imposed by such Additional Taxing Jurisdiction from payment under the Notes or the Guarantees, as the case may be, which would not have been required to be so withheld or deducted but for such conduct of business in such calculation Additional Taxing Jurisdiction, the Additional Amounts provision described above shall be considered to apply as if references in such provision to “Taxes” included taxes imposed by way of withholding or deduction by any such Additional Taxing Jurisdiction (or any political subdivision thereof or therein). (ii) Neither the Company nor any Guarantor shall, however, pay Additional Amounts to a Holder or beneficial owner of Notes in respect or on account of: (A) any Taxes that would not have been imposed or levied by a Relevant Taxing Jurisdiction but for the Holder’s or beneficial owner’s present or former connection with such Relevant Taxing Jurisdiction (other than the mere receipt or holding of Notes or by reason of the receipt of payments thereunder or the exercise or enforcement of rights under any Notes, this Indenture or any Guarantee); (B) any Taxes that are imposed or withheld by reason of the failure of the Holder or Beneficial Owner, following the Company’s written request addressed to the Holder (and made at a time that would enable the Holder or beneficial owner acting reasonably to comply with that request) to comply with any certification or identification requirements, whether required or imposed by statute, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); (C) any estate, inheritance, gift, sales, transfer, personal property or similar Taxes; (D) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes; (E) any Tax imposed on or with respect to any payment by the Company or a Guarantor to the Holder if such Holder is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent that Taxes would not have been imposed on such payment had the beneficiary, partner or other beneficial owner directly held the Note; (F) any Tax that is imposed or levied by reason of the presentation (where presentation is required in order to receive payment) of such Notes for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the Beneficial Owner or Holder thereof would have been entitled to Additional InterestAmounts had the Notes been presented for payment on any date during such 30 day period; (G) any withholding or deduction in respect of any Taxes where such withholding or deduction is imposed or levied on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or (H) any Tax that is imposed or levied on or with respect to a Note presented for payment on behalf of a Holder or beneficial owner who would have been able to avoid such withholding or deduction by presenting the Note to another paying agent in a member state of the European Union. (iii) The Company and each Guarantor shall (A) make such withholding or deduction required by applicable law and (B) remit the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law. (iv) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Company and any Guarantor shall be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Company shall deliver to the Trustee an Officers’ Certificate stating that such Additional Amounts will be payable and the amounts so payable and shall set forth such other information (other than the identities of Holders and beneficial owners) necessary to enable such Trustee or Luxembourg Paying Agent, as the case may be, to pay such Additional Amounts to Holders and beneficial owners on the payment date. The Company shall provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing payment of such Additional Amounts. (v) Upon request, the Company or the relevant Guarantor shall furnish to each Trustee or a Holder within a reasonable time certified copies of tax receipts evidencing the payment by the Company or such Guarantor, as the case may be, of any Taxes imposed or levied by a Relevant Taxing Jurisdiction. If, notwithstanding the reasonable best efforts of the Company or such Guarantor to obtain such receipts, the same are not obtainable, then the Company or such Guarantor shall provide such Holder with other evidence reasonably satisfactory to the Trustee or Holder of such payment by the Company or such Guarantor. (vi) The Company and each Guarantor shall pay (i) any present or future stamp, issue, registration, court documentation, excise or property taxes or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, delivery or registration of the Notes, any Guarantee or this Indenture or any other document or instrument referred to hereunder and any such taxes, charges, duties or similar levies imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes, such Guarantee or this Indenture or any such other document or instrument following the occurrence of any Event of Default with respect to the Notes, and (ii) any stamp, court, or documentary taxes (or similar charges or levies) imposed with respect to the receipt of any payments with respect to the Notes or such Guarantee. Neither the Company nor any Guarantor shall, however, pay such amounts that are imposed on or result from a sale or other transfer or disposition by a Holder or Beneficial Owner. (vii) This Section 4.01(b) shall survive any termination, defeasance or discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor person to the Company or any Guarantor is organized, incorporated or otherwise resident for tax purposes and any political subdivision or taxing authority or agency thereof or therein.

Payment of Notes. The Issuers will Company shall pay or cause to be paid the principal of, premium onof or premium, if any, and interest and Additional Interest, if any, on, or interest on the Notes on the dates and in the manner provided in the NotesNotes and this Indenture. Principal, premium, if any, and interest and Additional Interest, if any, will shall be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) 11:00 a. m. Eastern Time on the due date money deposited by the Issuers Company in immediately available funds and designated for and sufficient to pay all principal, principal of or premium, if any, and interestAdditional Interest, if any, or interest on the Notes then due. The Issuers will Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is equal to 1% higher than per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they will it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any Interest (without regard to any applicable grace period), ) at the same rate to the extent lawful. In The Company shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to any Holder who shall have given written directions to the event that Company or the Issuers are required Paying Agent to pay Additional Interest to Holders make such payments by wire transfer pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) wire transfer instructions supplied to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days Company or the Paying Agent by such Holder on or prior to the proposed payment date for applicable record date. All other payments on Notes will be made at the Additional Interest, office or agency of the paying agent and registrar within the Additional Interest Notice shall City and State of New York unless the Company elects to make interest payments by check mailed to the Holders at their address set forth in the amount register of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional InterestHolders.

Payment of Notes. The Issuers will Company shall pay or cause to be paid the principal of, premium onpremium, if any, Additional Interest, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interest, if any, will and interest shall be considered paid on the date due if the Trustee or Paying Agent, if Agent (other than the Issuers Company or a Subsidiary thereof, ) (i) holds as of 10:00 11:00 a.m. (New York City Time) time on the due date money deposited by the Issuers Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interestAdditional Interest, if any, and interest then duedue and (ii) is not prohibited from paying such money to the Holders pursuant to the terms of this Indenture or the Notes. The Issuers will Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Company shall notify the Trustee of the amount of Additional Interest, if any, within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid. In the absence of such notice, the Trustee is conclusively entitled to assume that no Additional Interest is payable under the Registration Rights Agreement. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, at a the rate that is 1% higher than equal to the then applicable interest rate on the Notes to the extent lawful; they will it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In Interest is computed on the event that basis of a 360-day year consisting of twelve 30-day months and, in the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreementcase of a partial month, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee actual number of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interestelapsed.

Payment of Notes. The Issuers will Issuer shall promptly pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the NotesNotes and in this Indenture. Principal, premium, if any, and interest and Additional Interest, if any, will shall be considered paid on the date due if by 10:00 a.m. Eastern time on such date the Trustee or the Paying Agent, if other than the Issuers or a Subsidiary thereof, Agent holds as of 10:00 a.m. (New York City Time) on the due date in accordance with this Indenture money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interestCash Interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. PIK Interest shall be paid in the manner provided in the Notes. Any PIK Payment shall be considered paid on the date due, (a) with respect to PIK Interest on any Definitive Note, if anythe Issuer has delivered PIK Note(s) in definitive form in the aggregate principal amount of PIK Interest for the applicable Interest Period (rounded up to the nearest dollar) and an Issuer Order relating thereto to the Trustee on or prior to such date, then dueincluding instructions regarding delivery of such PIK Note(s) to the Holder, and (b) with respect to PIK Interest on any Global Note, by increasing the aggregate principal amount of such Global Note in an amount equal to such PIK Interest for the applicable Interest Period (rounded up to the nearest dollar) and delivery of an Issuer Order relating thereto to the Trustee on or prior to such date, including an instruction to instruct DTC to so increase the aggregate principal amount of such Global Note, the Trustee evidencing such payment pursuant to this clause (b) by making appropriate amendments to the schedule of principal amounts of such Global Note pursuant to Section 2.1 hereof. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 12% higher than the then applicable interest rate on the Notes to the extent lawful; , and they will shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In Notwithstanding anything to the event that contrary contained in this Indenture, the Issuers are Issuer may, to the extent it is required to pay Additional Interest to Holders pursuant to the Registration Rights Agreementdo so by law, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid deduct or withhold income or other similar taxes imposed by the Issuers on such payment date. The Trustee shall not at any time be under any duty United States of America from principal or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interestinterest payments hereunder.

Payment of Notes. (a) The Issuers will Company agrees to pay or cause to be paid the principal of, premium on, if any, of and interest and (including Additional Interest, if any, on, ) on the Notes on the dates and in the manner provided in the NotesNotes and this Indenture. PrincipalNot later than 12:00 p.m. New York City time, premium, if any, and on the due date of any principal of or interest and (including Additional Interest, if any) on the Notes, or any Repurchase Date or Redemption Date, as the case may be, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay the amounts then due with respect to such Notes; provided that if the Company or any Affiliate of the Company is acting as Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture in accordance with Section 2.04. (b) An installment of principal or interest (including Additional Interest, if any) will be considered paid on the date due if the Trustee (or Paying Agent, if other than the Issuers Company or a Subsidiary thereof, any Affiliate of the Company) holds as of 10:00 a.m. (New York City Time) on the due that date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principalthe installment. If the Company or any Affiliate of the Company acts as Paying Agent, premium, if any, and interest, if any, then due. The Issuers will pay all an installment of principal or interest (including Additional Interest, if any) will be considered paid on the due date only if paid to the Holders. (c) The Company agrees to pay interest on overdue principal, and, to the extent lawful, overdue installments of interest at the rate per annum specified in the same manner on Notes. (d) Payments in respect of Notes represented by a Global Note are to be made by wire transfer of same-day funds to the dates and Depositary for the purpose of permitting the Depositary to credit such payments to the accounts of the beneficial owners of such Global Note. With respect to Certificated Notes, the Company shall cause the Paying Agent to make all payments in same-day funds by transfer to an account maintained by the payee located in the amounts United States, if the Paying Agent shall have received proper wire transfer instructions from such payee not later than the related Regular Record Date or, if no such instructions have been received, by check drawn on a bank in the United States mailed to the payee at its address set forth in the Registration Rights Agreement. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional InterestRegistrar’s books.

Payment of Notes. The Issuers will Company shall promptly pay or cause to be paid the principal of, premium on, if any, of and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the NotesNotes and in this Indenture. Principal, premium, if any, and interest and Additional Interest, if any, will other amounts due on the Notes shall be considered paid on the date due if on such date the Trustee or the Paying Agent, if other than the Issuers or a Subsidiary thereof, Agent holds as of 10:00 a.m. (New York City Time) on the due date in accordance with this Indenture money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, such amounts then due and interest, if any, then duethe Trustee or the Paying Agent is not prohibited from paying such amounts to the Holders on such date pursuant to the terms of this Indenture. The Issuers will Company shall pay all Additional Interest, if any, interest on overdue principal at the rate specified therefor in the same manner Notes, on the dates and in the amounts set forth manner provided in the Registration Rights Agreement. The Issuers will Notes and in this Indenture and shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawfullawful on the dates and in the manner provided in the Notes and in this Indenture. Notwithstanding any other provision of this Indenture or the Notes, in the event the Company determines, with respect to any Interest Payment Date, that it has insufficient funds to timely pay the entire amount of the interest payment due on such Interest Payment Date, the Company may elect to defer such amount, and compound such amount (rounded to the nearest $1.00 with respect to any Holder) to principal, by providing written notice of such election (the "Election Notice') to the Trustee at least 10 days prior to, but no more than 45 days prior to, the record date for the applicable Interest Payment Date. Such election shall be accompanied by a statement, certified by an Officer, that the Company has determined that it has insufficient funds to make such interest payment; provided, however, that the Company, if it makes such an election to defer interest when due, shall defer all interest due on such Interest Payment Date and may not defer only a portion of any interest due on such Interest Payment Date. In the event that interest on the Issuers are required Notes is deferred and compounded to pay Additional Interest to Holders principal pursuant to the Registration Rights Agreement, foregoing: (i) such obligation of the Issuers will provide written notice (“Additional Interest Notice”) Company to the Trustee Holders shall be evidenced as additional principal owing pursuant to the Notes and this Indenture solely by memo entry recordation on the Company's books and records; (ii) such amount shall become due and payable on March 31, 2010, consistent with the original principal amounts owing under the Notes, (iii) interest shall accrue on such amount at the rate of their 9% per annum, and shall be due and payable on each subsequent Interest Payment Date so long as such additional principal remains outstanding; (iv) interest so accrued on such amount may be deferred and compounded to principal as provided in the foregoing provisions of this paragraph; (v) any such additional principal, as so evidenced by memo entry recordation, shall not be detachable or otherwise severable from the Note with respect to which such additional principal is so issued; and (vi) the Company's obligation evidencing such additional principal (and the Holder's right to pay Additional Interest receive payment thereof) shall not be transferable, assignable or otherwise alienable independent of or severally from the Note with respect to which so issued. At least 10 days prior to, but no later more than fifteen (15) 45 days prior to the proposed record date for each related Interest Payment Date after the Company has elected to defer any interest payment when due as provided in the immediately preceding paragraph of this Section 4.1 (including, but not limited to, the first Interest Payment Date as to which the Company first elects to defer an interest payment), the Company shall render an accounting signed by the Company (the "Note Valuation Report") determined as of the record date preceding the related Interest Payment Date, and shall deliver a Note Valuation Report to the Trustee not later than 10 days prior to, but no more than 45 days prior to the record date for the Additional Interestrelated Interest Payment Date. The Note Valuation Report shall contain the following information (determined, and unless otherwise specified below, as of the Additional related Interest Notice shall set forth Payment Date): (i) the aggregate principal amount of Notes outstanding as of the record dated immediately preceding the related Interest Payment Date; (ii) the amount of Additional Interest any principal payment, if any, to be paid by made on the Issuers Notes on the related Interest Payment Date; (iii) the aggregate principal amount of Notes outstanding immediately after giving effect to the principal payment, if any, on the related Interest Payment Date and after giving effect to any deferral of interest and compounding of such payment dateamount to principal in an Election Notice for the related Interest Payment Date; (iv) the interest amount, if any, that would be payable to the Holders on the related Interest Payment Date without giving effect to any deferral of interest and compounding of such amount to principal in an Election Notice for the related Interest Payment Date; (v) the interest amount, if any, the Company has elected to defer in an Election Notice given at least 10 days prior to, but no more than 45 days prior to, the record date for the related Interest Payment Date; and (vi) the interest amount, if any, that the Company will pay to the Holders for the related Interest Payment Date. Each Note Valuation Report shall contain instructions to the Trustee as to the amount and character of any interest and principal payments to be made to the Holders on the related Interest Payment Date. Upon receipt thereof from the Company, the Trustee shall promptly after the record date for the related Interest Payment Date provide copies of the Election Notice and the Note Valuation Notice to all Holders of the Notes who are registered Holders as of the record date for the related Interest Payment Date. The Trustee Company shall not at any time be under any duty or responsibility provide a copy of the most recent Note Valuation Report to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation who requests in writing a copy of the amount of Additional Interest owed, or with respect to same from the method employed in such calculation of the Additional InterestCompany.

Payment of Notes. (a) The Issuers will Company shall pay or cause to be paid the principal of, premium on, if any, of and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the NotesNotes and this Indenture. Principal, premium, if any, and An installment of principal or cash interest and Additional Interest, if any, will shall be considered paid on the date due if the Trustee or Paying Agent, if Agent (other than the Issuers Company or a any Subsidiary of the Company or any Affiliate of any thereof, ) holds as of on such date by 10:00 a.m. (New York City Time) on the due date money deposited by the Issuers in time immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then duesuch installment. The Issuers will pay all Additional Interest, if any, in the same manner An installment of PIK Interest shall be considered paid on the dates and due date. (b) The Company shall pay interest on the Notes at the rate of 13.5% per annum payable semi-annually in arrears. In addition, upon demand from time to time, the amounts set forth in the Registration Rights Agreement. The Issuers will Company shall pay interest (including post-petition interest in any proceeding under any Accrued Bankruptcy LawInterest) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) and on overdue installments of interest and Additional Interestinterest, if any (without regard to any applicable grace period), in each case at the same rate of 13.5% per annum, to the extent lawful. In Prior to the event Maturity Date, interest shall be paid in-kind (“PIK Interest”) through the issuance of Additional Notes (the “PIK Notes”), except that interest paid in connection with a redemption of Notes pursuant to Article III or the Issuers are consummation of a Net Proceeds Offer or Change of Control Offer shall be paid in cash. On and after the Maturity Date, all interest shall be paid in cash. On the Maturity Date, the Company shall pay in full in cash all principal of the Notes and all accrued and unpaid interest on the Notes. (c) Not less than five Business Days prior to each Interest Payment Date, the Company may deliver to the Trustee an Officer’s Certificate notifying the Trustee of the aggregate amount of PIK Notes to be issued, and specifying the amount of PIK Notes to be issued through the issuance of additional Physical Securities and the amounts to be issued through increases in Global Securities. On or after the date of such Officer’s Certificate but not less than 2 Business Days prior to the relevant Interest Payment Date, the Company shall deliver to the Trustee any additional Physical Securities to be issued, which additional Physical Securities shall have been duly executed by the Company in the manner provided in Section 2.2. On the relevant Interest Payment Date the Trustee shall record increases in the Global Securities and, if so requested by the Company, authenticate additional Physical Securities, as appropriate, in the aggregate principal amounts required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interestinterest then due.

Payment of Notes. The Issuers will Issuer shall pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interestinterest, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interestinterest, if any, will shall be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary or Affiliate thereof, holds as of 10:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is equal to 1% higher than per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they will it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), ) at the same rate to the extent lawful. In The Credit Parties may terminate their obligations under this Indenture, the event Notes and the Security Documents if (A) all Notes previously authenticated and delivered, if any (other than destroyed, lost or stolen Notes that the Issuers are required to pay Additional Interest to Holders have been replaced Indenture --------- pursuant to Section 2.06 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Registration Rights AgreementIssuer, the Issuers will provide written notice (“Additional Interest Notice”as provided in Section 2.04) have been delivered to the Trustee of their obligation to pay Additional Interest no later than fifteen for cancellation and the Credit Parties have irrevocably paid all amounts payable by them hereunder and (15B) days prior the Company has delivered to the proposed payment date Trustee an Officer's Certificate and an Opinion of Counsel, at the cost and expense of the Company, in each case stating that all conditions precedent provided for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect herein relating to the nature, extent, or calculation satisfaction and discharge of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interestthis Indenture have been complied with.

Payment of Notes. The Issuers will Issuer shall pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the NotesNotes and this Supplemental Indenture. PrincipalAn installment of principal or cash interest shall be considered paid on the date it is due if the Trustee or Paying Agent holds as of 11:00 a.m., premiumNew York City time, if anyon that date money designated for and sufficient to pay such installment. Interest payable on the Interest Payment Date of June 15, 2018 will be paid entirely in PIK Interest. In the event that the Issuer determines to pay PIK Interest for any other interest period, then the Issuer will deliver a notice (a “PIK Notice”) to the Trustee no later than five (5) Business Days prior to the Record Date with respect to the applicable Interest Payment Date, which notice will state the total amount of interest to be paid on the Interest Payment Date and the amount of such interest and Additional to be paid as PIK Interest. The Trustee, if anyon behalf of the Issuer, will promptly deliver a corresponding notice provided by the Issuer to the Holders. PIK Interest will be considered paid on the date due if on such date the Paying AgentTrustee has received (i) with respect to any Global Notes, if other than an Authentication Order to increase the Issuers or a Subsidiary thereofbalance of such Global Note to reflect such PIK Interest and (ii) with respect to any Definitive Notes, holds as of 10:00 a.m. (New York City Time) on the due date money deposited PIK Interest Notes duly executed by the Issuers Issuer together with an Authentication Order requesting the authentication of such PIK Interest Notes by the Trustee. In connection with the payment of PIK Interest in immediately available funds and designated for and sufficient to pay all principalrespect of the Notes, premiumthe Issuer will, without the consent of Holders, increase the outstanding principal amount of the Global Notes, if any, and interestissue PIK Interest Notes under this Supplemental Indenture with respect to any Definitive Notes, if any. Interest will be payable, at the election of the Issuer, in whole or, to the extent consistent with the procedures of the Depositary, in part (i) as cash interest and/or (ii) by increasing the principal amount of the outstanding Global Notes, if any, then due. The Issuers will pay all Additional Interestand by issuing PIK Interest Notes with respect to the Definitive Notes, if anyany (“PIK Interest”). If the Issuer fails to timely make an election with respect to payment of interest on any Interest Payment Date (other than the Interest Payment Date of June 15, 2018), then interest shall be payable on such date in the same manner form as paid with respect to the immediately preceding Interest Payment Date; provided, that the Issuer shall provide an Authentication Order to the Trustee in accordance with the preceding paragraph on each Interest Payment Date on which the dates and in Issuer will pay PIK Interest whether or not the amounts set forth in the Registration Rights AgreementIssuer makes an election to pay PIK Interest with respect to such Interest Payment Date. The Issuers will Issuer shall pay interest on overdue principal (including post-petition interest in any a proceeding under any Bankruptcy Law) on bankruptcy law), and overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes interest, to the extent lawful; they will pay interest (including post-petition interest , in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), cash at the same rate specified in the Notes; provided, that to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed any such payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid is not permitted by the Issuers on Second Lien Convertible Notes Indenture, such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interestmade by making a PIK Payment.

Payment of Notes. The Issuers will Company shall pay or cause to be paid interest on the principal of, premium on, if any, and interest and Additional Interest, if any, on, Notes as provided in the Notes. The Company shall promptly make all payments in respect of the Notes on the dates and in the manner provided in the NotesNotes or pursuant to this Indenture. Principal, premiumRedemption Price, Purchase Price, Fundamental Change Purchase Price, and accrued and unpaid interest (including Contingent Interest and Additional Interest, if any) shall be considered paid on the applicable date due if by 10:00 a.m., New York City time, on such date the Paying Agent holds, in accordance with this Indenture, cash or securities, if permitted hereunder, sufficient to pay all such amounts then due. The Company shall, to the fullest extent permitted by law, pay interest on overdue principal and overdue installments of interest (including Contingent Interest and Additional Interest, if any) at the rate borne by the Notes per annum. All references in this Indenture or the Notes to interest shall, without duplication, be deemed to include Contingent Interest and Additional Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders payable pursuant to the Registration Rights Agreement. Payment of the principal of and interest (including Contingent Interest and Additional Interest, if any) on the Notes shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Subject to Section 3.1, Section 4.1, Section 5.1 and Section 12.2, the Issuers will provide written notice Company shall pay interest (“including Contingent Interest and Additional Interest, if any) on the Notes to the Person in whose name the Notes are registered at the close of business on the Regular Record Date next preceding the corresponding Interest Notice”Payment Date. Any such interest (including Contingent Interest and Additional Interest, if any) not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may be paid (a) to the Trustee Person in whose name the Notes are registered at the close of their obligation business on a Special Record Date for the payment of such defaulted interest (including Contingent Interest and Additional Interest, if any) to pay Additional Interest no later be fixed by the Company, notice of which shall be given to the Holders not less than fifteen (15) 10 calendar days prior to such Special Record Date or (b) at any time in any other lawful manner not inconsistent with the proposed requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange. The Holder must surrender the Notes to the Paying Agent to collect payment date for the of principal. Payment of cash interest (including Contingent Interest and Additional Interest, and if any) on Certificated Securities in the Additional Interest Notice shall set forth the aggregate principal amount of Additional $5,000,000 or less shall be made by check mailed to the address of the Person entitled thereto as such address appears in the Register, and payment of cash interest (including Contingent Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the and Additional Interest, if any) on Certificated Securities in aggregate principal amount in excess of $5,000,000 shall be made by wire transfer in immediately available funds if requested in writing by the Holder, otherwise by check mailed to the address of the Holder. Notwithstanding the foregoing, so long as the Notes are registered in the name of a Depositary or its nominee, all payments with respect to the nature, extent, or calculation Notes shall be made by wire transfer of immediately available funds to the account of the amount of Depositary or its nominee. At the Stated Maturity, interest (including Contingent Interest and Additional Interest owedInterest, if any) on Certificated Securities will be payable at the office or with respect to the method employed in such calculation agency of the Additional InterestTrustee, Registrar, Paying Agent and Conversion Agent as described in Section 6.5 herein.

Payment of Notes. The Issuers will shall pay or cause to be paid the principal of, premium onof or premium, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes. Notes Principal, premium, if any, and interest and Additional Interest, if any, will shall be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Timetime) on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, principal of or premium, if any, and interestinterest and Additional Interest, if any, on the Notes then due. The Issuers will shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the a Registration Rights Agreement. The Issuers will shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is equal to 1% higher than per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they will shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any Interest (without regard to any applicable grace period), ) at the same rate to the extent lawful. In the event that the The Issuers are required shall make all interest, premium, if any, Additional Interest, if any, and principal payments by wire transfer of immediately available funds to pay Additional Interest any Holder who shall have given written directions to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days such effect and reasonably satisfactory on or prior to the proposed payment date for applicable record date. All other payments on Notes shall be made at the office or agency of the Paying Agent and Registrar unless the Issuers elect to make interest payments by check mailed to the Holders at their address set forth in the register of Holders. Payments in respect of Notes represented by a Global Note (including interest, premium, if any, Additional Interest, if any, and the Additional Interest Notice principal payments) shall set forth the amount be made by wire transfer of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect immediately available funds to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interestaccounts specified by DTC.

Payment of Notes. The Issuers will Issuer shall pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interest, if any, will shall be considered paid on the date due if the Paying Agent, if other than the Issuers Issuer or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interestinterest then due; provided that interest which, under the Notes, may be paid with Additional Notes shall be considered paid on the date due if the Paying Agent, if anyother than the Issuer or a Subsidiary thereof, holds as of 10:00 A.M. Eastern Time on the due date Additional Notes or a combination of Additional Notes and money deposited by the Issuer in immediately available funds sufficient to pay all interest then due. The Issuers will Issuer shall pay all Additional InterestLiquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Issuer shall notify the Trustee of the amount of Liquidated Damages, if any, within one day of any payment date. In the absence of such notice, the Trustee is conclusively entitled to assume that no Liquidated Damages are payable under the Registration Rights Agreement. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Lawbankruptcy law) on overdue principal at a the rate that is equal to 1% higher than per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they will it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any Liquidated Damages (without regard to any applicable grace period), ) at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. The Issuers will Issuer shall pay or cause to be paid the principal of, interest and premium onand Additional Amounts, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premiuminterest, premium and Additional Amounts, if any, and interest and Additional Interest, if any, will shall be considered paid on the date due if the Principal Paying Agent, receives such payment in the manner provided in the Notes. Principal, premium, if any, Additional Amounts, if any, and interest shall be considered paid on the date due if the Issuer holds, in an account with the Paying Agent, if other than the Issuers Issuer or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) on the Business Day prior to the due date date, money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, Additional Amounts, if any, and interestinterest then due. On one business day prior to the due date of the principal, premium, if any, then due. The Issuers will and interest on any Notes, the Issuer shall deposit in an account with the Principal Paying Agent money in immediately available funds sufficient to pay all Additional Interestsuch principal, premium, if any, and interest so becoming due on the due date for payment under the Notes and subject to the receipt of such money, the Principal Paying Agent shall make payment on the Notes in accordance with this Indenture. Principal of, interest, premium and Additional Amounts, if any, on Global Notes will be payable at the corporate trust office or agency of the Principal Paying Agent maintained in the same manner City of London for such purposes, at the corporate trust office or agency of the Paying Agent maintained in the Borough of Manhattan, City of New York, for such purposes and, for as long as any Notes are admitted to trading on the dates Euro MTF Market and listed on the official list of the Luxembourg Stock Exchange, at the office of the Paying Agent appointed in Luxembourg. All payments on the amounts set forth Global Notes will be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Holder. Principal of, interest, premium and Additional Amounts, if any, on any Definitive Registered Notes will be payable at the Registration Rights Agreementcorporate trust office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03. In addition, interest on Definitive Registered Notes may be paid by check mailed to the person entitled thereto as shown on the Register for such Definitive Registered Notes. The Issuers will Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is equal to 1% higher than per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they will . The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), ) at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. (a) The Issuers will Issuer shall promptly pay or cause to be paid the principal of, premium on, if any, of and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the NotesNotes and in this Indenture. Principal, premium, if any, and An installment of principal of or interest and Additional Interest, if any, will shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds as of 12:00 p.m. Eastern time money sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, if other than as the Issuers or a Subsidiary thereofcase may be, holds as is not prohibited from paying such money to the holders on that date pursuant to the terms of 10:00 a.m. this Indenture. (New York City Timeb) on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is 1% higher than specified therefor in the then applicable Notes, and it shall pay interest on overdue installments of interest at the same rate on borne by the Notes to the extent lawful; they will pay interest . (including post-petition interest in any proceeding c) All payments made by or on behalf of the Issuer under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extentNotes or by or on behalf of any of the Subsidiary Guarantors under or with respect to its Subsidiary Guarantee will be made free and clear of and without withholding or deduction for, or calculation on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (collectively, “Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Issuer or any Subsidiary Guarantor, is then incorporated, resident or doing business for tax purposes or any department or political subdivision thereof or therein or (2) any jurisdiction from or through which payment is made or any department or political subdivision thereof or therein (each, a “Tax Jurisdiction”), will at any time be required to be made from any payments made by or on behalf of the amount of Additional Interest owed, Issuer under or with respect to the method employed in such calculation Notes or by or on behalf of any of the Subsidiary Guarantors, under or with respect to any Subsidiary Guarantee, including payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Subsidiary Guarantor, as applicable, will pay such additional amounts (the “Additional InterestAmounts”) as may be necessary in order that the net amounts received in respect of such payments by each holder after such withholding or deduction (including any such deduction or withholding in respect of such Additional Amounts) will equal the respective amounts which would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to: (1) any Taxes, to the extent such Taxes would not have been imposed but for the existence of any present or former connection between the holder or the beneficial owner of the Notes and the relevant Tax Jurisdiction (other than solely from the mere acquisition, ownership, holding or disposition of such Note, the enforcement of rights under such Note or under a Subsidiary Guarantee and/or the receipt of any payments in respect of such Note or a Subsidiary Guarantee); (2) any Taxes, to the extent such Taxes would not have been imposed but for the failure of the holder or the beneficial owner of the Notes, following the Issuer’s written request to the holder, at least 30 days before any such withholding or deduction would be payable, to comply with any certification, identification, information or other reporting requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the holder or the beneficial owner is legally entitled to provide such certification or documentation; (3) any Taxes, to the extent such Taxes were imposed as a result of the presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the note been presented on the last day of such 30 day period); (4) any estate, inheritance, gift, sales, transfer, personal property or similar tax or assessment; (5) any Taxes payable otherwise than by deduction or withholding from payments made under or with respect to any Note or Subsidiary Guarantee; or (6) any combination of the above clauses (1) through (5). (d) The Issuer and the Subsidiary Guarantors will pay and indemnify the holder for any present or future stamp, issue, registration, transfer, court or documentary taxes, or any other excise or property taxes, charges or similar levies (including penalties, interest and other liabilities related thereto) which are levied by any jurisdiction on the execution, delivery, issuance, or registration of any of the Notes, this Indenture, any Subsidiary Guarantee, or any other document or instrument referred to therein, or the receipt of any payments with respect to, or enforcement of, the Notes or any Subsidiary Guarantee (such sum being recoverable from the Issuer as a liquidated sum payable as a debt). (e) If the Issuer or any Subsidiary Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes or any Subsidiary Guarantee, the Issuer or the relevant Subsidiary Guarantor, as the case may be, will deliver to the Trustee on a date which is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Issuer or the relevant Subsidiary Guarantor shall notify the Trustee promptly thereafter) notice stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The notice must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to holders on the relevant payment date. The Issuer or the relevant Subsidiary Guarantor will provide the Trustee with documentation evidencing the payment of Additional Amounts. (f) The Issuer or the relevant Subsidiary Guarantor will make all withholdings and deductions (within the time period and in the minimum amount) required by law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Subsidiary Guarantor will use its reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Subsidiary Guarantor will furnish to the Trustee (or to a holder upon request), within a reasonable time after the date the payment of any Taxes so deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Subsidiary Guarantor, as the case may be, or if, notwithstanding such entity’s efforts to obtain receipts, receipts are not obtained, other evidence of payments by such entity. (g) The obligations described under Sections 4.01(c), (d), (e) and (f) shall survive any termination, defeasance or discharge of this Indenture and shall apply, mutatis mutandis, to any jurisdiction in which any successor Person to the Issuer or any Subsidiary Guarantor is incorporated, or resident or doing business for tax purposes or any jurisdiction from or through which any payment on the Notes (or any Subsidiary Guarantee) is made by or on behalf of such Person and any department or political subdivision thereof or therein.

Payment of Notes. (a) The Issuers will Company shall promptly pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the NotesNotes and in this Indenture. Principal, premium, if any, and interest and Additional Interest, if any, will shall be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary thereof, holds as of by 10:00 a.m. (New York City Timetime) on the due Business Day prior to such date the Trustee or the Paying Agent holds in accordance with this Indenture money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interestinterest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. (b) Except as otherwise set forth in this Indenture or the Notes, principal shall be due and payable on the Notes (i) on each Quarterly Payment Date (other than the Maturity Date) in an amount equal to Quarterly Scheduled Principal Amount and the Additional Amortization Amount applicable, if any, then dueto such Quarterly Payment Date until the Outstanding Principal Amount is reduced to zero and (ii) on the Maturity Date, unless the Notes are redeemed early or paid in full pursuant to this Indenture, in an amount equal to the Outstanding Principal Amount as of the Maturity Date. Each Note shall bear interest, on the Outstanding Principal Amount thereof from and including the date of issuance of such Note until paid in full, at a floating rate per annum equal to the Interest Rate determined for the applicable Interest Accrual Period. The Issuers Calculation Agent shall as soon as practicable after determining the LIBOR Rate applicable to the Notes for any Interest Accrual Period, notify the Company and the Paying Agent thereof and maintain records of the quotations obtained, and all rates determined, by it and make such records available for inspection at all reasonable times by the Company and the Paying Agent. Interest accrued on each Note shall be payable in arrears on each Quarterly Payment Date, commencing with the Quarterly Payment Date occurring in March 2017. All interest accrued under the Notes shall be computed on the basis of a 360-day year for the actual number of days elapsed. For the avoidance of doubt, other than the determination by the Calculation Agent of the LIBOR Rate, the Calculation Agent and the Trustee shall have no responsibility to calculate or determine the Interest Rate. (c) Any and all payments by or on behalf of the Company to the Original Holders hereunder shall be made free and clear of and without deduction for any and all present or future Taxes, unless withholding is required by law. If the Company shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to, or in respect of, the Original Holders (i) if such Tax is an Indemnified Tax, the sum payable to each Original Holder shall be increased by the amount necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.1(c)), such Original Holder shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Company shall make such deductions, and (iii) the Company shall pay the full amount deducted to the relevant taxing authority or other Governmental Authority in accordance with applicable law. (d) In addition, the Company agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Indenture to the Original Holders (hereinafter referred to as “Other Taxes”), except any such Taxes imposed with respect to an assignment or transfer of the Notes by the Original Holders (other than pursuant to an optional redemption under Section 5.2). (e) The Company hereby indemnifies each Original Holder, within 30 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.1) payable or paid by such Original Holder or in respect of such Original Holder, or required to be withheld or deducted from a payment to such Original Holder and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Company by an Original Holder shall be conclusive absent manifest error. (f) Within 30 days after the date of any payment of Taxes or Other Taxes withheld by the Company in respect of any payment to any Original Holder, the Company will pay all Additional Interestfurnish to the Original Holder the original or a certified copy of a receipt evidencing payment thereof. If an Original Holder shall become aware that it is entitled to receive a refund in respect of Indemnified Taxes, if anyit shall promptly notify the Company of the availability of such refund and shall, within 30 days after receipt of a request by the Company, apply for such refund. If any Original Holder receives a refund or claims a credit or other tax benefit as a result of the payment of as to which it has been indemnified pursuant to this Section 3.1 by the Company, then the Original Holder shall promptly repay to the Company an amount equal to such refund, credit or other tax benefit. Notwithstanding anything to the contrary in this paragraph (f), in no event will the same manner on indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the dates payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and in giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts set forth in with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Registration Rights Agreementindemnifying party or any other Person. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate Any Original Holder that is 1% higher than the then applicable interest rate on the Notes entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Indenture shall deliver to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest Issuer and Additional Interest, if any (without regard to any applicable grace period)the Paying Agent, at the same time or times reasonably requested by the Issuer, such properly completed and executed documentation reasonably requested by the Issuer as will permit such payments to be made without withholding or at a reduced rate to the extent lawfulof withholding. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreementaddition, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interestany Original Holder, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid if reasonably requested by the Issuers on Issuer or the Paying Agent, shall deliver such payment date. The Trustee shall not at any time be under any duty other documentation prescribed by applicable law or responsibility to any Holder reasonably requested by the Issuer or the Paying Agent as will enable the Issuer or the Paying Agent to determine the Additional Interest, whether or with respect not such Original Holder is subject to the nature, extent, backup withholding or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interestinformation reporting requirements.

Payment of Notes. (a) The Co-Issuers will shall, jointly and severally, pay or cause to be paid the principal of, premium onof (and premium, if any, ) and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the NotesNotes and this Indenture. Principal, premium, if any, and An installment of principal of or interest and Additional Interest, if any, will on the Notes shall be considered paid on the date it is due if the Trustee or Paying Agent, if Agent (other than the Issuers Company or a Subsidiary an Affiliate thereof, ) holds as of 10:00 a.m. (New York City Time) on the due that date money deposited by the Issuers in immediately available funds and U.S. Legal Tender and/or U.S. Government Securities designated for and sufficient to pay all principal, premium, if any, and interest, if any, then duethe installment. The Issuers will Company shall pay all Additional Interest, if any, in the same manner manner, on the dates and in the amounts set forth in the a Registration Rights Agreement, the Notes and the Indenture. If a payment date is not a Business Day at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day, and no interest shall accrue on such payment for the intervening period. Interest shall be computed on the basis of a 360-day year of twelve 30-day months solely for the purposes of providing disclosure required by the Interest Act (Canada), the annual rate of interest that is equivalent to the rate payable on the Notes shall be the rate payable multiplied by the actual number of days in the year divided by 360. (b) The Co-Issuers will shall, jointly and severally, pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 12% higher than per annum in excess of the rate then applicable interest rate on the Notes to the extent lawfulin effect; they will shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace periodperiods), from time to time on demand at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. The Issuers will Company shall pay or cause to be paid interest on the principal of, premium on, if any, and interest and Additional Interest, if any, on, Notes as provided in the Notes. The Company shall promptly make all payments in respect of the Notes on the dates and in the manner provided in the NotesNotes or pursuant to this Indenture. Principal, premiumRedemption Price, Purchase Price and Fundamental Change Purchase Price and accrued and unpaid interest (including Additional Interest, if any) shall be considered paid on the applicable date due if by 10:00 a.m., New York City time, on such date the Paying Agent holds, in accordance with this Indenture, cash or securities, if permitted hereunder, sufficient to pay all such amounts then due. The Company shall, to the fullest extent permitted by law, pay interest on overdue principal and overdue installments of interest and (including Additional Interest, if any) at the rate borne by the Notes per annum. All references in this Indenture or the Notes to interest shall, without duplication, be deemed to include Additional Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders payable pursuant to the Registration Rights Agreement. Payment of the principal of and interest (including Additional Interest, if any) on the Notes shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Subject to Section 3.1, Section 4.1 and Section 5.1, the Issuers will provide written notice Company shall pay interest (“including Additional Interest, if any) on the Notes to the Person in whose name the Notes are registered at the close of business on the Regular Record Date next preceding the corresponding Interest Notice”Payment Date. Any such interest (including Additional Interest, if any) not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may be paid (a) to the Trustee Person in whose name the Notes are registered at the close of their obligation business on a Special Record Date for the payment of such defaulted interest (including Additional Interest, if any) to pay Additional Interest no later be fixed by the Company, notice whereof shall be given to the Holders not less than fifteen (15) 10 calendar days prior to such Special Record Date or (b) at any time in any other lawful manner not inconsistent with the proposed requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange. The Holder must surrender the Notes to the Paying Agent to collect payment date for the of principal. Payment of interest (including Additional Interest, and if any) on Certificated Securities in the Additional Interest Notice shall set forth the aggregate principal amount of $5,000,000 or less shall be made by check mailed to the address of the Person entitled thereto as such address appears in the Register, and payment of cash interest (including Additional Interest to Interest) if any, on Certificated Securities in aggregate principal amount in excess of $5,000,000 shall be paid made by wire transfer in immediately available funds if requested in writing by the Issuers on such payment dateHolder, otherwise by check mailed to the address of the Holder. The Trustee shall not at any time be under any duty Notwithstanding the foregoing, so long as the Notes are registered in the name of a Depositary or responsibility to any Holder to determine the Additional Interestits nominee, or all payments with respect to the nature, extent, or calculation Notes shall be made by wire transfer of immediately available funds to the account of the amount of Depositary or its nominee. At the Stated Maturity, interest (including Additional Interest owedInterest, if any) on Certificated Securities will be payable at the office or with respect to the method employed in such calculation agency of the Additional InterestTrustee, Registrar, Paying Agent and Conversion Agent as described in Section 6.5 herein.

Payment of Notes. The Issuers Issuer will pay or cause to be paid the principal of, premium on, if any, and interest and Additional InterestAmounts, if any, on, the Notes on the dates and in the manner provided in the NotesNotes and this Indenture. Principal, premium, if any, and interest and Additional InterestAmounts, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers Parent Guarantor or a Subsidiary thereofof the Parent Guarantor, holds as of 10:00 a.m. (New York City Time) on 12:00 p.m. London Time one Business Day prior to the due date money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interestinterest and Additional Amounts, if any, then due. The Issuers will pay all Additional InterestIf the Parent Guarantor or any of its Subsidiaries acts as Paying Agent, principal, premium, if any, in the same manner interest and Additional Amounts, if any, shall be considered paid on the dates due date if the entity acting as Paying Agent complies with Section 2.14. Principal of, interest, premium and Additional Amounts, if any, on the Notes will be payable at the corporate trust office or agency of the Paying Agent maintained in London, for such purposes. All payments on the amounts set forth Global Notes will be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Xxxxxx. Principal of, interest, premium and Additional Amounts, if any, on any Definitive Registered Notes will be payable at the Registration Rights Agreementcorporate trust office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03. In addition, interest on Definitive Registered Notes may be paid by check mailed to the person entitled thereto as shown on the Register for such Definitive Registered Notes. The Issuers Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 12% per annum higher than the then applicable interest rate on the Notes to the extent lawful; they . The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. (a) The Issuers will Issuer shall pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional InterestAmounts, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interest, if any, will shall be considered paid on the date due if the Principal Paying Agent, if other than the Issuers or a Subsidiary thereofIssuer, holds as of 10:00 a.m. (New York City Time) on the Business Day prior to the due date date, money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premiumpremium and Additional Amounts, if any, and interest then due. Principal of, interest, premium and Additional Amounts, if any, then dueon Global Notes will be payable, in respect of the Sterling Notes, at the corporate trust office or agency of the Principal Paying Agent maintained in London for such purposes and, in respect of the Dollar Notes, at the corporate trust office or agency of the Paying Agent maintained in the Borough of Manhattan, City of New York, for such purposes. The Issuers All payments on the Global Notes will pay all be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Holder. Principal of, interest, premium and Additional InterestAmounts, if any, on any Definitive Registered Notes will be payable at the corporate trust office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03. In addition, interest on Definitive Registered Notes may be paid by check mailed to the same manner person entitled thereto as shown on the dates and in the amounts set forth in the Registration Rights Agreement. Register for such Definitive Registered Notes. (b) The Issuers will Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium at a the rate that is 1equal to 1.0% higher than per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they will it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments instalments of interest and Additional Interest, if any Amounts (without regard to any applicable grace period), ) at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. The Issuers will Issuer shall pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interest, if any, will shall be considered paid on the date due if the Paying Agent, if other than the Issuers Issuer or a Subsidiary thereofSubsidiary, holds as of 10:00 a.m. 12:00 P.M. (New York City Timetime) on the due date money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, interest then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Debtor Relief Law) on overdue principal at a the rate that is 1% higher than equal to the then applicable interest rate on the Notes to the extent lawful; they will it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Debtor Relief Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In To the event extent that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreementany Existing Notes remain outstanding on November 3, 2025, the Issuers Notes will provide written mature on November 3, 2025 and the outstanding principal amount of, and all accrued and unpaid interest with respect to, all Notes will become payable on such date (the “Springing Maturity Condition”). The Issuer shall cause notice (“Additional Interest Notice”) of the occurrence of the Springing Maturity Condition to be delivered to the Trustee and the Holders of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for Notes upon the Additional Interestoccurrence of the Springing Maturity Condition, and in advance of making the Additional Interest Notice shall set forth payment on the amount of Additional Interest to be paid by Notes on the Issuers on such payment new maturity date. The Trustee shall not at any time be under any have no duty to monitor the conditions giving rise to, or responsibility independently determine or verify whether the Springing Maturity Condition has occurred. The Trustee shall have no liability to the Issuer, any Holder to determine or any other Person for any delays caused by allocation of any maturity date payment in the Additional Interest, or absence of timely notice delivered in accordance with respect to the nature, extent, or calculation of Trustee and the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.Depositary’s procedures

Payment of Notes. The Issuers will Company shall pay or cause to be paid the principal of, premium on, if any, and interest and Additional Interest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principalamount, premium, if any, and interest and Additional Interest, if any, will on the Notes on the dates and in the manner provided in the Notes. Principal amount, premium, if any, and interest and Additional Interest, if any, shall be considered paid in cash on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers Company in immediately available funds and designated for and sufficient to pay all principalprincipal amount, premium, if any, and interestinterest and Additional Interest, if any, then due. Amounts paid in Additional Notes shall be considered paid on the date due if the Additional Notes are executed and authenticated as set forth in Section 2.02 hereof and delivered to the person entitled thereto (or held by the Trustee or the authenticating agent in custody for such person) on or prior to such date. The Issuers will Company shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is equal to 1% higher than per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they will it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any Interest (without regard to any applicable grace period), ) at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. The Each of the Issuers will and the Guarantors covenants and agrees for the benefit of the Holders that it shall duly and punctually pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the NotesNotes and in this Indenture. PrincipalExcept with respect to payments made on the Notes Maturity Date, principal, premium, if any, and interest and Additional Interest, if any, will shall be considered paid on the date due if on such date the Issuers shall have, prior to 10:00 a.m., Eastern time, on each such due date on any of the Notes, deposited with the Paying Agent, if Agent (other than the Issuers or a Subsidiary thereof, holds as any of 10:00 a.m. (New York City Timetheir Affiliates) on the due date money deposited by the Issuers in immediately available funds and designated for and a sum sufficient to pay all the principal (and premium, if any) or interest so becoming due, in accordance with this Indenture and the Notes and the Issuers will promptly notify the Trustee in writing of its action or failure so to act. If the Issuers or any of their Affiliates act as Paying Agent, principal, premium, if any, and interestinterest shall be considered paid on the due date if the entity acting as Paying Agent complies with Section 2.04 hereof. PIK Interest shall be considered paid on the date due if on such date the Trustee and the Notes Administrator have received (i) an Issuer Order from the Issuers to increase the balance of any Global Note to reflect such PIK Interest or (ii) PIK Notes duly executed by the Issuers together with an Issuer Order requesting the authentication of such PIK Notes by the Notes Administrator. The Company will cause the Paying Agent, other than the Trustee or the Notes Administrator, to execute and deliver in accordance with Section 12.02 to the Trustee an instrument in which the Paying Agent shall agree with the Notes Administrator, subject to the provisions of this Section 4.01, that the Paying Agent will: (a) hold all sums held by it for the payment of the principal of (and premium, if any, then due. The ) or interest on the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; (b) give the Trustee and the Notes Administrator notice of any default by the Issuers will pay all Additional Interest(or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any, in the same manner ) or interest on the dates and Notes; and (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee or the Notes Administrator all sums so held in trust by the amounts set forth in Paying Agent. Each of the Registration Rights Agreement. The Issuers will or the Guarantors shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is 1% higher than specified therefor in the then applicable interest rate on Notes. The Issuers or the Notes to the extent lawful; they will Guarantors shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. The Issuers will No later than 10 a.m. (London time) on the Business Day prior to a payment date, the Issuer shall pay or cause to be paid the principal of, interest and premium onand Additional Amounts, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes and this Indenture. Principal, interest, premium and Additional Amounts, if any, shall be considered paid on the date due if the Paying Agent receives such payment by such time in the manner provided in the Notes. Principal, premium, if any, and interest and Additional InterestAmounts, if any, will and interest shall be considered paid on the date due if the Issuer holds, in an account with the Paying Agent, if other than the Issuers Issuer or a Subsidiary thereof, holds as of 10:00 by 10 a.m. (New York City TimeLondon time) on the Business Day prior to the due date date, money deposited by the Issuers in immediately available funds Issuer. Principal of, interest, premium and designated for and sufficient to pay all principal, premiumAdditional Amounts, if any, on the Notes will be payable at the corporate trust office or agency of the Paying Agent maintained in London, England, for such purposes. All payments on the Global Notes shall be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Holder. Principal of, interest, premium and interestAdditional Amounts, if any, then dueon any Definitive Registered Notes will be payable at the corporate trust office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03. In addition, interest on Definitive Registered Notes may be paid by check mailed to the person entitled thereto as shown on the Security Register for such Definitive Registered Notes. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is equal to one percent (1% higher than %) per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they will . The Issuer shall pay interest (including post-post petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), ) at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. (a) The Issuers will Issuer shall pay or cause to be paid the principal of, premium on, if any, of and interest and Additional (including Defaulted Interest, if any, on, ) on the Notes in euros on the dates and in the manner provided in the NotesNotes and in this Indenture. PrincipalPrior to 1:00 p.m. London time, premiumon the Business Day prior to each Interest Payment Date and the Maturity Date, if anythe Issuer shall deposit with the Paying Agent in immediately available funds euros sufficient to make cash payments due on such Interest Payment Date or Maturity Date, as the case may be. If the Issuer or an Affiliate of the Issuer is acting as Paying Agent, the Issuer or such Affiliate shall, prior to 3:00 p.m. London time on the Business Day prior to each Interest Payment Date and the Maturity Date, segregate and hold in trust euros, sufficient to make cash payments due on such Interest Payment Date or Maturity Date, as the case may be. Principal and interest and Additional Interest, if any, will shall be considered paid on the date due if on such date the Trustee or the Paying Agent, if Agent (other than the Issuers Issuer or a Subsidiary thereof, an Affiliate of the Issuer) holds as of 10:00 a.m. (New York City Time) on the due date money deposited by the Issuers in immediately available funds and accordance with this Indenture euros designated for and sufficient to pay all principalprincipal and interest then due and the Trustee or the Paying Agent, premiumas the case may be, if anyis not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. (b) Notwithstanding anything to the contrary contained in this Indenture, and interestthe Issuer may, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest. (c) In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Indenture in effect from time to time (“Applicable Tax Law”) that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Issuer agrees (i) to provide to the Trustee and the Paying Agent sufficient information about the parties and/or transactions (including post-petition interest in any proceeding modification to the terms of such transactions) so the Trustee and the Paying Agent can determine whether it has tax related obligations under Applicable Tax Law, (ii) that the Trustee and the Paying Agent shall be entitled to make any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate withholding or deduction from payments to the extent lawful. In necessary to comply with Applicable Tax Law for which the event that Trustee and the Issuers are required Paying Agent shall not have any liability and (v) to pay Additional Interest to Holders pursuant hold harmless the Trustee and the Paying Agent for any losses it may suffer due to the Registration Rights Agreement, actions it takes to comply with Applicable Tax Law. The terms of this section shall survive the Issuers will provide written notice termination of this Indenture. (“Additional Interest Notice”d) to The Issuer hereby instructs the Trustee to establish an “Issue Date Note Account” for reception of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date interest and principal payments for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional InterestIssue Date Notes.

Payment of Notes. The Issuers will Company shall promptly pay or cause to be paid the ---------------- principal of, premium onpremium, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the NotesNotes and in this Agreement. Principal, premium, if any, and interest and Additional Interest, if any, will shall be considered paid on the date due if on such date the Paying Agent, if other than Agent holds in trust for the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) on the due date Holders money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, principal and interest, if any, interest then duedue and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Agreement. Interest will be computed on the basis of a 360 day year comprised of twelve 30 day months. Interest on Tranche A Notes (and any Additional Tranche A Notes) shall be payable at the Tranche A Rate. Interest on Tranche B Notes (and on any Additional Tranche B Notes) shall be payable at the Tranche B Rate. Interest on Tranche C Notes (and on any Additional Tranche C Notes shall be payable at the Tranche C Rate. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is 1% higher than specified therefor in the then applicable interest rate on the Notes to the extent lawful; they will relevant Note, and it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), ) at the same rate to the extent lawful. Subject to the last two sentences of this paragraph, on each Interest Payment Date, the Company may, at its option and in its sole discretion, in lieu of the payment of interest in cash on the Notes, pay interest on all outstanding Notes in whole, but not in part, through the issuance of Additional Notes in an aggregate principal amount equal to the amount of interest that would be payable with respect to such Notes, if such interest were paid in cash. The Company shall notify the Holders in writing of its election to pay interest through the issuance of Additional Notes not less than 10 nor more than 45 days prior to the record date for an Interest Payment Date on which Additional Notes will be issued. On each such Interest Payment Date, the Company shall issue and deliver Additional Notes to each Holder on the relevant record date in the aggregate principal amount required to pay such interest. Each Additional Note is an additional obligation of the Company and shall be governed by, and entitled to the benefits of, and shall be subject to the terms of, this Agreement and shall be pari passu with and subject to the same terms (including the Interest Rate from time to time payable thereon) as the Notes with respect to which such Additional Notes were issued (except, as the case may be, with respect to the issuance date and aggregate principal amount). In the event that the Issuers are required Company elects in respect of any Interest Payment Date to pay interest through the issuance of Additional Interest to Holders pursuant to the Registration Rights AgreementNotes, the Issuers will provide written notice (“interest on Tranche A Notes shall be paid in Additional Interest Notice”) to the Trustee of their obligation to pay Tranche A Notes, interest on Tranche B Notes shall be paid in Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional InterestTranche B Notes, and the Additional Interest Notice interest on Tranche C Notes shall set forth the amount of Additional Interest to be paid by in Additional Tranche C Notes, as the Issuers on such payment datecase may be. The Trustee shall not Interest in respect of the Notes will be payable initially in Additional Notes. If at any time after the Closing Date, the Company elects to pay interest in respect of the Notes in cash, the Company may thereafter subsequently elect, in accordance with this paragraph, to pay interest on the Notes in whole, but not in part, in Additional Notes (a "Subsequent PIK Election"); provided that the Company shall not be under any duty or responsibility entitled to any Holder to determine the Additional Interest, or make more than three Subsequent PIK Elections with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional InterestNotes.

Payment of Notes. The Issuers will Company shall pay or cause to be paid the principal of, premium on, if any, of and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, Principal and interest and Additional Interest, if any, will shall be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers Company in immediately available funds and designated for and sufficient to pay all principalprincipal and interest then due; provided, premiumhowever, that with respect to payments of interest due on any of the first 12 Interest Payment Dates, the Company may elect, by delivery of an Officer's Certificate to the Trustee no later than thirty (30) days prior to the relevant Interest Payment Date, to defer the payment of interest due on such Interest Payment Date until the Maturity Date ("Interest Deferral"); provided, further, that during any period in which Deferred Interest remains unpaid, supplemental interest shall accrue thereon at a rate per annum equal to eight percent (8%) ("Compounded Interest"). If the Company elects to make an Interest Deferral, the Company shall deliver to the Trustee and the Holders at least thirty (30) days prior to the relevant Interest Payment Date, notice, in the form of an Officer's Certificate, stating (i) that the Company has elected to make an Interest Deferral, (ii) and the amount of interest for each $1,000 in aggregate principal amount of Notes to be deferred; (iii) the amount of Compounded Interest accrued to such Interest Payment Date per $1,000 aggregate principal amount of Notes due to prior Interest Deferrals, if any, and interest(iv) that all Deferred Interest and Compounded Interest is due on the Maturity Date. Notwithstanding the foregoing, if any, then duethe Company shall not be entitled to make any Interest Deferral on or after the 12th Interest Payment Date after the Issue Date. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is 1equal to 2% higher than per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they will it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), ) at the same rate to the extent lawful. In For purposes of the event foregoing, interest that is subject to an Interest Deferral in accordance with the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee preceding paragraph shall not considered an "overdue installment of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice interest" unless such interest shall set forth the amount of Additional Interest to not be paid by on the Issuers on Maturity Date, in which case, such payment date. The Trustee interest shall not at any time be under any duty or responsibility to any Holder to determine considered an overdue installment of interest from but excluding the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional InterestMaturity Date.

Payment of Notes. The Issuers will pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, interest then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is equal to 1% higher than per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), ) at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights AgreementThe Company may at any time, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, purpose of obtaining satisfaction and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or discharge with respect to the natureNotes or for any other purpose, extentpay, or calculation of direct any Paying Agent to pay, to the amount of Additional Interest owedTrustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the method employed Trustee or any Paying Agent, or then held by the Company, in such calculation trust for the payment of the Additional Interestprincipal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.

Payment of Notes. The Issuers will Company shall pay or cause to be paid interest on the principal of, premium on, if any, and interest and Additional Interest, if any, on, Notes as provided in the Notes. The Company shall promptly make all payments in respect of the Notes on the dates and in the manner provided in the NotesNotes or pursuant to this Indenture. Principal, premiumRedemption Price, Purchase Price and Fundamental Change Purchase Price and accrued and unpaid interest (including Additional Interest, if any) shall be considered paid on the applicable date due if by 10:00 a.m., New York City time, on such date the Paying Agent holds, in accordance with this Indenture, cash or securities, if permitted hereunder, sufficient to pay all such amounts then due. The Company shall, to the fullest extent permitted by law, pay interest on overdue principal and overdue installments of interest and Additional Interest, if any, at the rate borne by the Notes per annum. All references in this Indenture or the Notes to interest shall, without duplication, be deemed to include Additional Interest, if any, payable pursuant to the Registration Rights Agreement. Payment of the principal of and interest and Additional Interest, if any, will be considered paid on the date due if Notes shall be in such coin or currency of the Paying AgentUnited States of America as at the time of payment is legal tender for payment of public and private debts. Subject to Section 3.1, if other than Section 4.1 and Section 5.1, the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) on the due date money deposited by the Issuers in immediately available funds Company shall pay interest and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest (including post-petition interest Person in any proceeding under any Bankruptcy Law) whose name the Notes are registered at the close of business on overdue installments of the Regular Record Date next preceding the corresponding Interest Payment Date. Any such interest and Additional Interest, if any (without regard any, not so punctually paid or duly provided for shall forthwith cease to any applicable grace period), at the same rate be payable to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice Holder on such Regular Record Date and may be paid (“Additional Interest Notice”a) to the Trustee Person in whose name the Notes are registered at the close of their obligation business on a Special Record Date for the payment of such defaulted interest and Additional Interest, if any, to pay Additional Interest no later be fixed by the Trustee, notice whereof shall be given to the Holders not less than fifteen (15) 10 calendar days prior to such Special Record Date or (b) at any time in any other lawful manner not inconsistent with the proposed requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange. The Holder must surrender the Notes to the Paying Agent to collect payment date for the of principal. Payment of cash interest and Additional Interest, and if any, on Certificated Securities in the Additional Interest Notice shall set forth the aggregate principal amount of Additional Interest $5,000,000 or less shall be made by check mailed to be paid by the Issuers on address of the Person entitled thereto as such address appears in the Register, and payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the of cash interest and Additional Interest, if any, on Certificated Securities in aggregate principal amount in excess of $5,000,000 shall be made by wire transfer in immediately available funds at the election of such Holder. Notwithstanding the foregoing, so long as the Notes are registered in the name of a Depositary or its nominee, all payments with respect to the nature, extent, or calculation Notes shall be made by wire transfer of immediately available funds to the account of the amount of Depositary or its nominee. At the Stated Maturity, interest and Additional Interest owedInterest, if any, on Certificated Securities will be payable at the office or with respect to the method employed in such calculation agency of the Additional InterestCompany described in Section 6.5 herein.

Payment of Notes. The Issuers Company will pay or cause to be paid the principal of, premium onpremium, Additional Interest, if any, and interest and Additional Interest, if any, on, the Notes on the dates and in the manner provided in this Indenture and the Notes. Principal, premium, if any, and interest and Additional Interest, if any, and interest will be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) time on the due date money deposited by the Issuers Company in immediately available funds and designated for and sufficient to pay all principal, premium, Additional Interest, if any, and interest, if any, interest then due. The Issuers will Company shall, to the extent permitted by law, pay all Additional Interestoverdue interest, if any, in the same manner manner, on the dates and in the amounts set forth in the Registration Rights AgreementNotes and in this Indenture. The Issuers If a Holder of $10.0 million aggregate principal amount or more of Definitive Notes has given wire transfer instructions to the Company not later than 15 days prior to the applicable Interest Payment Date, date of maturity, redemption date or other purchase date, providing for payments to be made to a bank located in the United States, the Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue all principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of of, and interest and premium, Additional Interest, if any (without regard to any any, on, that Holder’s Notes in accordance with those instructions; provided that payments of principal and premium, if any, shall be made only against surrender of the applicable grace period), Note. All other payments on the Notes will be made at the same rate office or agency of a Paying Agent unless the Company elects to make interest payments by check mailed to the extent lawfulHolders of the Notes at their addresses as set forth in the register of Holders or by wire transfer. In Anything in this Indenture, the event that Notes or the Issuers are required Note Guarantees to pay Additional the contrary notwithstanding, if any Interest to Holders Payment Date, maturity date, Redemption Date, repurchase date pursuant to the Registration Rights AgreementSections 3.09, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee 4.19 or 4.20 of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed this Indenture or other date on which any payment date for the of principal, premium, Additional Interest, if any, or interest on any Note is due is not a Business Date, then such payment need not be made on such date, but such payment may be made on the next succeeding Business Day with the same force and effect as if made on the Additional Interest Notice date such payment was originally due, and no interest or other sum shall set forth accrue on the amount of Additional Interest to be paid by payable for the Issuers on period from and after the date such payment date. The Trustee was originally due nor shall not at any time be such delay in payment constitute a Default or Event of Default under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interestthis Indenture.

Payment of Notes. The Issuers Company will pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interest, if any, on, the Notes on the dates and in the manner provided in this Indenture and the Notes. Principal, premium, if any, and interest and Additional Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary thereof, holds as of 10:00 11:00 a.m. (New York City Time) time, on the due date money deposited by the Issuers Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interestinterest and Additional Interest, if any, then due. Such Paying Agent will return to the Company promptly, and in any event, no later than five Business Days following the date of payment, any money (including accrued interest and Additional Interest, if any) that exceeds such amount of principal, premium, if any, and interest and Additional Interest, if any, paid on the Notes. The Issuers Company will pay all Additional Interest, if any, in the same manner manner, on the dates and in the amounts set forth in the Registration Rights Agreement, the Notes and this Indenture. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest or Additional Interest, if any, will accrue on such payment for the intervening period. The Issuers Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% higher than equal to the then applicable interest rate on the Notes to the extent lawful; they it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace periodperiods), from time to time on demand at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the and Additional Interest, and if any, will be computed on the Additional Interest Notice shall set forth the amount basis of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation a 360-day year of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interesttwelve 30-day months.

Payment of Notes. (a) The Issuers will Issuer shall pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interest, if any, will shall be considered paid for all purposes hereunder on the date due if the Paying Agent, if other than the Issuers Issuer or a Subsidiary thereof, holds holds, as of 10:00 a.m. (New York City Time) on the due date time), money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all such principal, premium, if any, and interest, if any, interest then due. . (b) The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is equal to 1% higher than per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they will it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any (without regard to any applicable grace period), ) at the same rate to the extent lawful. (c) Additional Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. In If Additional Interest is payable on the event that Notes, the Issuers are required Issuer shall provide an Officer’s Certificate to pay the Trustee prior to each Interest Payment Date for which such Additional Interest is payable setting forth the accrual period and the amount of such Additional Interest in reasonable detail. The Trustee may provide a copy of such Officer’s Certificate or other notice received from the Issuer relating to Additional Interest to Holders pursuant any Holder upon request. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Additional Interest is payable. If the Issuer has paid Additional Interest directly to the Registration Rights AgreementPersons entitled to it, the Issuers will provide written notice (“Additional Interest Notice”) Issuer shall deliver to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set an Officer’s Certificate setting forth the amount particulars of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interestpayment.

Payment of Notes. The Issuers will shall pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional InterestLiquidated Damages, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional InterestLiquidated Damages, if any, will shall be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary one of its Subsidiaries thereof, holds as of 10:00 a.m. (New York City Time) Time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interestinterest and Liquidated Damages, if any, then due. The Issuers will shall pay all Additional InterestLiquidated Damages, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will shall pay interest (including post-petition interest in any proceeding under any the Bankruptcy LawCode) on overdue principal at a the rate that is 1% higher than the then applicable interest rate borne on the Notes to the extent lawful; they will it shall pay interest (including post-petition interest in any proceeding under any the Bankruptcy LawCode) on overdue installments of interest and Additional InterestLiquidated Damages, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that If Liquidated Damages are payable by the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) shall deliver to the Trustee of their obligation an Officers’ Certificate to pay Additional Interest no later than fifteen that effect stating (15i) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by such Liquidated Damages that are payable and (ii) the date on which such damages are payable. Unless and until a Responsible Officer of the Trustee receives such an Officers’ Certificate, the Trustee may assume without inquiry that no Liquidated Damages are payable. If the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect have paid Liquidated Damages directly to the naturepersons entitled to them, extent, or calculation of the amount of Additional Interest owed, or with respect Issuers shall deliver to the method employed in Trustee a certificate setting forth the particulars of such calculation of the Additional Interestpayment.

Payment of Notes. (a) The Issuers will Company shall pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interest, if any, will shall be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interestinterest then due. All references herein to payments of principal of, premium, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner and interest on the dates and Notes shall be deemed to include any applicable Additional Amounts that may become payable in respect of the amounts set forth in the Registration Rights Agreement. Notes pursuant to clause (c) of this Section 4.01. (b) The Issuers will Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is equal to 1% higher than per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they will it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any Liquidated Damages (without regard to any applicable grace period), ) at the same rate to the extent lawful. In . (c) Any amounts paid, or caused to be paid, by the event that the Issuers are required to pay Additional Interest to Holders pursuant Company or its assignee (or any successor to the Registration Rights AgreementCompany or such assignee as permitted under Section 5.01) hereunder will be paid without deduction or withholding for any and all present and future taxes, levies, imposts or other governmental charges whatsoever imposed, assessed, levied or collected by or for the Issuers will provide written notice account of Singapore (“Additional Interest Notice”including any political subdivision or taxing authority thereof) or the jurisdiction of incorporation or residence (other than the United States or any political subdivision or taxing authority thereof) of any assignee of the Company or any successor to the Trustee Company, or any subsidiary, branch, division or other entity through which the Company may from time to time direct any payments of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interestprincipal, premium, if any, and interest on the Additional Interest Notice Notes or any political subdivision or taxing authority thereof (an "Other Jurisdiction"), or, if deduction or withholding of any taxes, levies, imposts or other governmental charges ("Taxes") shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under required by Singapore or an Other Jurisdiction, the Company, its assignee or any duty relevant successor will (subject to timely compliance by the Holders or responsibility beneficial owners of the relevant Notes with any relevant administrative requirements) pay or cause to be paid such additional amounts ("Additional Amounts") in respect of principal of, premium, if any, or interest, as may be necessary in order that the net amounts paid to the Holders of the Notes or the Trustee hereunder, as the case may be, after such deduction or withholding, shall equal the respective amounts that the Holder would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing shall not apply to (i) any present or future Taxes, which would not have been so imposed, assessed, levied or collected but for the fact that the Holder or beneficial owner of the relevant Note is or has been a domiciliary, national or resident of, engages or has been engaged in business, maintains or has maintained a permanent establishment, or is or has been physically present in Singapore or the Other Jurisdiction, or otherwise has or has had some connection with Singapore or the Other Jurisdiction (other than the holding or ownership of a Note, or the collection of principal of, premium, if any, and interest on, or the enforcement of, a Note), (ii) any present or future Taxes, which would not have been so imposed, assessed, levied or collected but for the fact that, where presentation is required, the relevant Note was presented more than thirty days after the date such payment became due or was provided for, whichever is later, (iii) any present or future Taxes, which are payable otherwise than by deduction or withholding on or in respect of the relevant Note, (iv) any present or future Taxes, which would not have been so imposed, assessed, levied or collected but for the failure to comply, on a sufficiently timely basis, with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with Singapore or the Other jurisdiction or any other relevant jurisdiction of the Holder or beneficial owner of the relevant Note, if such compliance is required by a statute or regulation of Singapore, the Other Jurisdiction or any other relevant jurisdiction, or by a relevant treaty, as a condition to relief or exemption from such taxes, levies, imposts or other governmental charges, (v) any present or future Taxes, (A) which would not have been so imposed, assessed, levied or collected if the beneficial owner of the relevant Note had been the Holder of such Note, or (B) which, if the beneficial owner of such Note had held the Note as the Holder of such Note, would have been excluded pursuant to clauses (i) through (iv) above, or (vi) any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other government charge. Notwithstanding the foregoing, nothing herein shall require the Company to pay any Additional Amounts due to any Holder to determine the Additional Interestdeduction or withholding requirement imposed by any government unit other than Singapore, an Other Jurisdiction or with respect to the nature, extent, a taxing authority or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interestpolitical subdivision thereof.

Payment of Notes. The Issuers Issuer will pay or cause to be paid the principal of, premium onpremium, if any, and interest and Additional Amounts, if any, and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the NotesNotes and the Paying Agency Agreement. Principal, premium, if anyinterest, and interest Additional Amounts and Additional Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers Issuer or a Restricted Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, interest then due. The Issuers Issuer will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights AgreementAgreement and the Notes. Principal of, interest and premium, Additional Amounts and Additional Interest, if any, on Global Notes will be payable at the corporate trust office or agency of the Principal Paying Agent maintained in the Borough of Manhattan, New York, New York for such purposes. All payments on the Global Notes will be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that Holder. Principal of, interest and premium, Additional Amounts, if any, and Additional Interest, if any, on any Definitive Registered Notes will be payable at the corporate trust office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03 hereof. In addition, interest and Additional Interest on Definitive Registered Notes may be paid by check mailed to the person entitled thereto as shown on the Register for such Definitive Registered Notes. The Issuers Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is equal to 1% higher than per annum in excess of the then applicable interest rate on the Notes to the extent lawful; they it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Amounts, if any, and Additional Interest, if any any, (without regard to any applicable grace period), ) at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. The Issuers Company will pay or cause to be paid the principal of, premium onpremium, if any, on, and interest and Additional Interestinterest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interestinterest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary thereofof the Company, holds as of 10:00 11:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than equal to the then applicable interest rate on the Notes to the extent lawful; they it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights AgreementThe Company may at any time, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, purpose of obtaining satisfaction and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or discharge with respect to the natureNotes or for any other purpose, extentpay, or calculation of direct any Paying Agent to pay, to the amount of Additional Interest owedTrustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the method employed Trustee or any Paying Agent, or then held by the Company, in such calculation trust for the payment of the Additional Interestprincipal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as Trustee thereof, shall thereupon cease.

Payment of Notes. The Issuers Company will pay or cause to be paid the principal of, premium on, if any, and interest and Additional Special Interest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Special Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers Company or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. The Issuers Company will pay all Additional Special Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. Special Interest will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. If Special Interest is payable on the Notes, the Company shall provide an Officer’s Certificate to the Trustee on or before the record date for each Interest Payment Date such Special Interest is payable setting forth the accrual period and the amount of such Special Interest in reasonable detail. The Issuers Trustee may provide a copy of such Officer’s Certificate or other notice received from the Company relating to Special Interest to any Holder upon request. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such Special Interest is payable. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Special Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. (a) The Issuers will Company agrees to pay or cause to be paid the principal of, premium on, if any, Accreted Principal Amount of and interest and (including any Additional Interest, if any, on, ) on the Notes on the dates and in the manner provided in the NotesNotes and this Indenture. PrincipalNot later than 12:00 p.m. New York City time, premium, if any, and on the due date of any Accreted Principal Amount of or interest and (including any Additional Interest) on any Notes, or any Repurchase Date or Redemption Date, as the case may be, the Company will deposit with the Trustee (or Paying Agent) money in immediately available funds sufficient to pay the amounts then due; provided that if anythe Company or any Affiliate of the Company is acting as Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. In each case the Company will promptly notify the Trustee of its compliance with this paragraph. (b) An installment of Accreted Principal Amount or interest (including any Additional Interest) will be considered paid on the date due if the Trustee (or Paying Agent, if other than the Issuers Company or a Subsidiary thereof, any Affiliate of the Company) holds as of 10:00 a.m. (New York City Time) on the due that date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principalthe installment. If the Company or any Affiliate of the Company acts as Paying Agent, premium, if any, and interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will pay an installment of Accreted Principal Amount or interest (including post-petition any Additional Interest) will be considered paid on the due date only if paid to the Holders. (c) The Company agrees to pay interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes Accreted Principal Amount, and, to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on , overdue installments of interest and Additional Interestat the rate per annum specified in the Notes. (d) Payments in respect of the Notes represented by the Global Notes are to be made by wire transfer of same-day funds to the Depositary for the purpose of permitting such party to credit the payments received by it in respect of such Global Note to the accounts of the beneficial owners thereof. With respect to Certificated Notes, the Company will make all payments in same-day funds by transfer to an account maintained by the payee located inside the United States, if any (without regard to any applicable grace period)the Trustee shall have received proper wire transfer instructions from such payee not later than the related Regular Record Date or, at if no such instructions have been received by check drawn on a bank in the same rate United States mailed to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall payee at its address set forth on the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional InterestRegistrar’s books.

Payment of Notes. The Issuers will Issuer and the Guarantors, jointly and severally, covenant and agree for the benefit of the Holders that they shall duly and punctually pay or cause to be paid the principal of, premium on(including the Redemption Premium), if any, and interest and Additional InterestAmounts, if any, on, on the Notes of each series on the dates and in the manner provided in the Notesapplicable Notes of such series and in this Indenture. PrincipalSubject to Section 2.04, premiumprincipal, premium (including the Redemption Premium), if any, and interest and Additional InterestAmounts, if any, will shall be considered paid on the date due if on such date the Trustee or the Paying Agent, if Agent (other than the Issuers Issuer or a Subsidiary thereofany of its Affiliates) holds, holds as of 10:00 a.m. (New York, New York City Timetime) on the due date date, in accordance with this Indenture, money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premiumpremium (including the Redemption Premium), if any, interest and interestAdditional Amounts, if any, then due. The Issuers will pay all Additional InterestIf the Issuer or any of its Affiliates acts as Paying Agent, principal, premium (including the Redemption Premium), if any, in the same manner interest and Additional Amounts, if any, shall be considered paid on the dates due date if the entity acting as Paying Agent complies with Section 2.04. Upon the occurrence and in during the amounts set forth in continuance of an Event of Default, the Registration Rights Agreement. The Issuers will Issuer or the Guarantors shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 12.00% higher than the then applicable interest rate on the Notes to the extent lawful; they will and shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest interest, premium (including the Redemption Premium), if any, and Additional InterestAmounts, if any (without regard to any applicable grace period)any, at the same stepped-up rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. The Issuers Issuer will pay or cause to be paid the principal of, premium on, if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers Issuer or a Subsidiary thereofof the Issuer, holds as of 10:00 a.m. (11:00 a.m., New York City Time) time, on the due date money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than equal to the then applicable interest rate on the Notes to the extent lawful; they the Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights AgreementThe Issuer may at any time, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, purpose of obtaining satisfaction and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or discharge with respect to the natureNotes or for any other purpose, extentpay, or calculation of direct any Paying Agent to pay, to the amount of Additional Interest owedTrustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the method employed Trustee or any Paying Agent, or then held by the Issuer, in such calculation trust for the payment of the Additional Interestprincipal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Issuer on its request, or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall, at the expense of the Issuer, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.

Payment of Notes. The Issuers will pay or cause to be paid the principal of, premium onpremium, if any, on, and interest and Additional Interestinterest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest and Additional Interestinterest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuers or a Subsidiary thereofof the Company, holds as of 10:00 11:00 a.m. (New York City Time) Eastern Time on the due date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than equal to the then applicable interest rate on the Notes to the extent lawful; they it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interestinterest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights AgreementThe Company may at any time, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, purpose of obtaining satisfaction and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or discharge with respect to the natureNotes or for any other purpose, extentpay, or calculation of direct any Paying Agent to pay, to the amount of Additional Interest owedTrustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. Any money deposited with the method employed Trustee or any Paying Agent, or then held by the Company, in such calculation trust for the payment of the Additional Interestprincipal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as Trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall, at the expense of the Company, cause to be published once, in The New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

Payment of Notes. (a) The Issuers will Issuer agrees to pay or cause to be paid the principal of, premium on, if any, of and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes and this Indenture. Not later than (i) the close of business (New York City time) on one (1) Business Day prior to the due date of interest on any Notes or the Stated Maturity date of any Notes, the Issuer will deposit with the Trustee (or Paying Agent) money in immediately available funds sufficient to pay such amounts and (ii) 9:00 A.M. (New York City time) on the due date of any principal of or interest on any Notes, with respect to the payment of any redemption or purchase price of the Notes, the Issuer will deposit with the Trustee (or Paying Agent) money in immediately available funds sufficient to pay such amounts, provided that if the Issuer or any Affiliate of the Issuer is acting as Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture. Principal, premium, if any, and In each case the Issuer will promptly notify the Trustee of its compliance with this clause. (b) An installment of principal or interest and Additional Interest, if any, will be considered paid on the date due if the Trustee (or Paying Agent, if other than the Issuers Issuer or a Subsidiary thereof, any Affiliate of the Issuer) holds as of 10:00 a.m. (New York City Time) on the due that date money deposited by the Issuers in immediately available funds and designated for and sufficient to pay the installment. If the Issuer or any Affiliate of the Issuer acts as Paying Agent, an installment of principal or interest will be considered paid on the due date only if paid to the Holders. (c) The Issuer agrees to pay interest on overdue principal, and, to the extent lawful, overdue installments of interest at the rate per annum specified in the Notes. (d) If a Holder of Certificated Notes in an aggregate principal amount of at least US$1,000,000 has given wire transfer instructions to the Issuer, the Issuer will make all principal, premium, if any, and interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will pay interest payments (including post-petition interest Additional Amounts) in any proceeding under any Bankruptcy Law) on overdue principal respect of those Notes in accordance with those instructions. All other payments in respect of the Certificated Notes are to be made at a rate that is 1% higher than the then applicable interest rate on office or agency of the Notes Paying Agent in New York City, unless the Issuer elects to make such payments by check mailed to the extent lawful; they will pay interest registered Holders at their registered addresses. (e) Payments in respect of Notes represented by a Global Note (including post-petition interest in any proceeding under any Bankruptcy Lawprincipal and interest) on overdue installments shall be made by the transfer of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate immediately available funds to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid accounts specified by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional InterestDepositary.

Payment of Notes. The Issuers will Company shall pay or cause to be paid the principal of, premium on, if any, Principal of and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the NotesNotes and this Indenture. Principal, premiumThe interest on the Notes shall be payable only to the Holders thereof and at the option of the Company may be paid by mailing checks for such interest payable to or upon the written order of such Holders at their last addresses as they appear on the Note Register of the Company. Notwithstanding any provisions of this Indenture and the Notes to the contrary, if anythe Company and a Holder of any Note so agree, payments of interest on, and any portion of the Principal of, such Holder's Note (other than interest and Additional Interest, if any, will payable at maturity or on any redemption or repayment date or the final payment of Principal on such Note) shall be considered paid on the date due if made by the Paying Agent, if other than upon receipt from the Issuers or a Subsidiary thereofCompany of immediately available funds by 11:00 A.M., holds as of 10:00 a.m. (New York City Timetime (or such other time as may be agreed to between the Company and the Paying Agent), directly to the Holder of such Note (by Federal funds wire transfer or otherwise) on if the due Holder has delivered written instructions to the Trustee 15 days prior to such payment date money deposited by requesting that such payment will be so made and designating the Issuers in immediately available funds and designated for and sufficient bank account to pay all principal, premium, if any, and interest, if any, then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates which such payments shall be so made and in the amounts set forth case of payments of Principal, surrenders the same to the Trustee in exchange for a Note or Notes aggregating the Registration Rights Agreementsame principal amount as the unredeemed principal amount of the Notes surrendered. The Issuers Trustee shall be entitled to rely on the last instruction delivered by the Holder pursuant to this Section 4.01 unless a new instruction is delivered 15 days prior to a payment date. The Company will indemnify and hold each of the Trustee and any Paying Agent harmless against any loss, liability or expense (including attorneys' fees) resulting from any act or omission to act on the part of the Company or any such Holder in connection with any such agreement or from making any payment in accordance with any such agreement. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable Principal, and interest rate on the Notes overdue installments of interest, to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to per annum specified in the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional InterestNotes.

Payment of Notes. The Issuers will Issuer shall pay or cause to be paid the principal of, premium on(including Applicable Premium), if any, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the Notes. Principal, premiumpremium (including Applicable Premium), if any, and interest and Additional Interest, if any, will shall be considered paid on the date due if the Paying Agent, if other than the Issuers Issuer or a Subsidiary thereofof the Issuer, holds as of 10:00 a.m. (New York City Timetime) on the due date money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premiumpremium (including Applicable Premium), if any, and interest, if any, interest then due. The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Issuer shall pay interest (including postPost-petition interest Petition Interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is 1% higher than equal to the then applicable interest rate on the Notes to the extent lawful; they will it shall pay interest (including postPost-petition interest Petition Interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), ) at the same rate to the extent lawful. In Upon the event that occurrence of a Revolver Satisfaction Event, the Issuers are required Issuer shall use the proceeds received by it in connection with the satisfaction of the Loan Documents Obligations (collectively, the “Satisfaction Proceeds”) solely to pay Additional Interest or cause to Holders pursuant to be paid in full satisfaction of (regardless of whether such proceeds have a value equal to) the Registration Rights principal of, premium (including Applicable Premium), if any, and interest on the Notes and, notwithstanding any provision of this Indenture (including, without limitation, Article III and Sections 6.02 and 6.07 hereof), the Security Agreement, the Issuers will provide written notice Notes (“Additional Interest Notice”) including paragraph 11 thereof), or the Guarantee to the Trustee of their obligation to pay Additional Interest no later than fifteen contrary, upon such application, all principal of, premium (15) days prior to the proposed payment date for the Additional Interestincluding Applicable Premium), if any, and interest on the Additional Interest Notice Notes shall set forth be extinguished and fully satisfied for all purposes and the amount of Additional Interest to be paid by Issuer and the Issuers on such payment date. The Trustee Parent Guarantor shall not at any time be have no further obligation in respect thereof under any duty Notes Document, except for those obligations that explicitly survive the termination of any Note Document, including the satisfaction and discharge of this Indenture. Such proceeds, if not delivered to Holders by exchange or responsibility to any Holder to determine the Additional Interestother means, or with respect to the nature, extent, or calculation shall be applied in redemption of the amount of Additional Interest owed, or with respect then outstanding Notes pursuant to the method employed in such calculation of the Additional InterestArticle III hereof.

Payment of Notes. The Issuers will Company shall pay or cause to be paid interest on the principal of, premium on, if any, and interest and Additional Interest, if any, on, Notes as provided in the Notes. The Company shall promptly make all payments in respect of the Notes on the dates and in the manner provided in the NotesNotes or pursuant to this Indenture. PrincipalPrincipal Amount, premiumPurchase Price and Fundamental Change Purchase Price and accrued and unpaid interest, if any, and interest Additional Amounts and Additional Interest, if any, will shall be considered paid on the applicable date due if the Paying Agentby 11:00 a.m., if other than the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) time, on such date the due date money deposited by the Issuers Paying Agent holds, in immediately available funds and designated for and accordance with this Indenture, cash or securities, if permitted hereunder, sufficient to pay all principal, premium, if any, and interest, if any, such amounts then due. The Issuers will Company shall, to the fullest extent permitted by law, pay all interest on overdue principal and overdue installments of interest, Additional Amounts and Additional Interest, if any, at the rate borne by the Notes per annum plus 1%. All references in this Indenture or the same manner on the dates Notes to interest shall, without duplication, be deemed to include Additional Amounts and in the amounts set forth in Additional Interest, if any, payable pursuant to the Registration Rights Agreement. The Issuers will pay interest (including post-petition interest in If at any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay time Additional Interest to Holders becomes payable by the Company pursuant to the Registration Rights Agreement, the Issuers will provide written notice Company shall promptly deliver to the Trustee a certificate to that effect and stating (“i) the amount of such Additional Interest Notice”that is payable and (ii) the date on which such Additional Interest is payable pursuant to the terms of the Registration Rights Agreement. Unless and until a Responsible Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no Additional Interest is payable. If the Company has paid Additional Interest directly to the Persons entitled to it, the Company shall deliver to the Trustee a certificate setting forth the particulars of such payment. Each payment of the principal of and interest, Additional Amounts and Additional Interest, if any, on the Notes due in cash shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Subject to Section 4.1 and Section 5.1, the Company shall pay interest, Additional Amounts and Additional Interest, if any, on the Notes to the Person in whose name the Notes are registered at the close of business on the Regular Record Date next preceding the corresponding 39 Interest Payment Date. Any such interest, Additional Amounts and Additional Interest, if any, not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may be paid (a) to the Trustee Person in whose name the Notes are registered at the close of their obligation business on a Special Record Date for the payment of such defaulted interest, Additional Amounts and Additional Interest, if any, to pay Additional Interest no later be fixed by the Trustee, notice whereof shall be given to the Holders not less than fifteen (15) 10 calendar days prior to such Special Record Date or (b) at any time in any other lawful manner not inconsistent with the proposed requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange. The Holder must surrender the Notes to the Paying Agent to collect payment date for the of principal. Payment of cash interest, Additional Amounts and Additional Interest, and if any, on Certificated Securities in the Additional Interest Notice shall set forth the aggregate principal amount of $5,000,000 or less shall be made by check mailed to the address of the Person entitled thereto as such address appears in the Register, and payment of cash interest, Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Amounts and Additional Interest, if any, on Certificated Securities in aggregate principal amount in excess of $5,000,000 shall be made by wire transfer in immediately available funds at the election of such Holder. Notwithstanding the foregoing, so long as the Notes are registered in the name of a Depositary or its nominee, all payments with respect to the nature, extent, or calculation Notes shall be made by wire transfer of immediately available funds to the account of the amount of Depositary or its nominee. At the Stated Maturity, interest, Additional Interest owedAmounts and Additional Interest, if any, on Certificated Securities will be payable at the office or with respect to the method employed in such calculation agency of the Additional InterestCompany described in Section 6.5.

Payment of Notes. The Issuers Issuer will pay or cause to be paid the principal of, premium on, if any, and interest and Additional InterestAmounts, if any, on, on the Notes on the dates and in the manner provided in the NotesNotes and this Indenture. Principal, premium, if any, and interest and Additional InterestAmounts, if any, will be considered paid on the date due if on the date the Trustee or the Paying Agent, if Agent (other than the Issuers Issuer or a Subsidiary thereofany of its Affiliates) holds, holds as of 10:00 a.m. (New York City Time) on the due date in accordance with this Indenture, money deposited by the Issuers Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interestinterest and Additional Amounts, if any, then due. The Issuers will pay all Additional InterestIf the Issuer or any of its Subsidiaries acts as Paying Agent, principal of, premium on, if any, in the same manner interest and Additional Amounts, if any, on the dates and in Notes, shall be considered paid on the amounts set forth in due date if the Registration Rights Agreemententity acting as Paying Agent complies with Section 2.04. The Issuers Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; they . The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional InterestAmounts, if any (without regard to any applicable grace period), at the same rate to the extent lawful. In the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of the Additional Interest.

Payment of Notes. (a) The Issuers will Issuer shall pay or cause to be paid the principal of, premium on, if any, of and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the NotesNotes and this Indenture. Principal, premium, if any, and An installment of principal or interest and Additional Interest, if any, will shall be considered paid on the date it is due if the Trustee or the Paying Agent, if other than the Issuers or a Subsidiary thereof, holds as of 10:00 a.m. (New York City Time) Agents hold by 11:00 A.M. Eastern Time on the due that date money deposited by the Issuers in immediately available funds and U.S. Dollars designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due. such installment. (b) The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will Issuer shall pay interest on overdue principal (including post-post- petition interest in any a proceeding under any Bankruptcy Law) on ), and overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes interest, to the extent ex- tent lawful; they will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate to specified in the extent lawfulNotes. In (c) (1) All payments made by or on behalf of the event that the Issuers are required to pay Additional Interest to Holders pursuant to the Registration Rights Agreement, the Issuers will provide written notice (“Additional Interest Notice”) to the Trustee of their obligation to pay Additional Interest no later than fifteen (15) days prior to the proposed payment date for the Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Issuers on such payment date. The Trustee shall not at Issuer or any time be Guaran- tor under any duty or responsibility to any Holder to determine the Additional Interest, or with respect to the natureNotes or any Note Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future Taxes unless required by law or by the interpretation or administration thereof. The Issuer or the applicable Guarantor, extentas the case may be, will pay any applicable Additional Amounts. (2) The applicable withholding agent will (i) make any required withhold- ing or calculation deduction, and (ii) remit the full amount deducted or withheld to the Relevant (3) Whenever in this Indenture there is mentioned, in any context, the payment of amounts based upon the principal amount of the Notes or of principal, premium (if any), interest or of any other amount of Additional Interest owed, payable under or with respect to any of the method employed Notes, such mention shall be deemed to include mention of the payment of Ad- ditional Amounts to the extent that, in such calculation context, Additional Amounts are, were, or would be payable in respect thereof. (4) In addition, the Issuer shall pay any present or future stamp, issue, reg- istration, court, documentary, excise, property, or similar Taxes (i) imposed by any Relevant Taxing Jurisdiction in respect of the execution, issuance, delivery, or regis- tration of the Notes, any Note Guarantee, this Indenture, or any other document or in- strument referred to therein or herein, or the receipt of any payments with respect to the Notes, or (ii) imposed by any jurisdiction in respect of the enforcement of the Notes, any Note Guarantee, this Indenture, or any other document or instrument re- ferred to therein or herein. (5) If the Issuer or any Guarantor is required to pay Additional InterestAmounts with respect to the Notes, Holdings will notify the Trustee pursuant to an Officer’s Certificate that specifies the Additional Amounts payable and when the Additional Amounts are payable. Without limiting any obligation of the Issuer or any Guarantor to pay Additional Amounts, if the Trustee does not receive such Officer’s Certificate, the Trustee may rely on the absence of such an Officer’s Certificate in assuming that no such Additional Amounts are payable. (6) The preceding provisions of this Section 4.01(c) shall survive any ter- mination, defeasance, or discharge of this Indenture and shall apply mutatis mutandis to any successor of the Issuer or any Guarantor, and to any jurisdiction in which such successor is incorporated, organized, engaged in business for tax purposes or other- wise resident for tax purposes, and any political subdivision or governmental authority thereof or therein.

Payment of Notes. (a) The Issuers will shall promptly pay or cause to be paid the principal of, premium onof (and premium, if any) and interest, and interest and Additional Interest, if any, on, on the Notes on the dates and in the manner provided in the NotesNotes and in this Indenture. Principal, premium, if any, and An installment of principal of or interest and Additional Interest, if any, will on the Notes shall be considered paid on the date it is due if on such date the Trustee or any Paying Agent, if Agent (other than the Issuers Holdings or a Subsidiary thereof, any of its Affiliates) holds as of 10:00 a.m. (New York City Time) on the due date in accordance with this Indenture money deposited by the Issuers in immediately available funds and designated for and sufficient to pay all principal, premium, if any, principal and interest, if any, interest then due. . (b) The Issuers will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement. The Issuers will shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a the rate that is 1% higher than specified therefor in the then applicable Notes and shall pay interest on overdue installments of interest at the same rate on borne by the Notes to the extent lawful; they will pay interest . (including post-petition interest c) If, in connection with any proceeding payment made under any Bankruptcy Law) on overdue installments of interest and Additional Interest, if any (without regard to any applicable grace period), at the same rate or with respect to the extent lawful. In the event that Notes, the Issuers are required to pay Additional Interest withhold or deduct any amount for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto)(hereinafter “Taxes”) imposed or levied by or on behalf of the government of Canada or any political subdivision or any authority or agency therein or thereof having power to Holders pursuant to tax, or within any other jurisdiction in which the Registration Rights AgreementIssuers are organized or are otherwise resident for tax purposes or any jurisdiction from or through which payment is made (each a “Relevant Taxing Jurisdiction”), the Issuers will provide written notice be required to pay such additional amounts (“Additional Interest NoticeAmounts”) to as may be necessary so that the Trustee net amount received by a beneficial owner of their a Note (including Additional Amounts) after such withholding or deduction will not be less than the amount such beneficial owner would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Interest no Amounts does not apply to (1) any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant beneficial owner and the Relevant Taxing Jurisdiction (other than the mere receipt of such payment or the ownership or holding outside of Canada of such Note); (2) any estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge; or (3) any Taxes imposed or withheld by reason of the failure to comply by the holder of a Note, or, if different, the beneficial owner of the interest payable on a Note with a timely request of the Issuers addressed to such holder or beneficial owner to provide information, documents or other evidence concerning the nationality, residence, identity or connection with a Relevant Taxing Jurisdiction that is required or imposed by a statute, treaty, regulation or administrative practice of such Relevant Taxing Jurisdiction as a precondition to exemption from all or part of such Tax; provided, further, however, the foregoing obligation to pay Additional Amounts does not apply (a) if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Note for payment within 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later than fifteen (15) days prior except to the proposed extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 30-day period), or (b) with respect to any payment date for of principal of (or premium, if any, on) or interest on such Note to any holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settler with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional InterestAmounts had such beneficiary, and settlor, member or beneficial owner been the Additional Interest Notice shall set forth the amount actual holder of Additional Interest to be paid by such Note. (d) Upon request, the Issuers on such shall provide the Trustee with official receipts or other documentation satisfactory to the Trustee evidencing the payment date. of the Taxes with respect to which Additional Amounts are paid. (e) The Trustee Issuers shall not at pay any time be under present or future stamp, court or documentary taxes or any duty other excise or responsibility to property taxes, charges or similar levies that arise in any Holder to determine jurisdiction from the Additional Interestexecution, delivery, enforcement or registration of the Notes, the Indenture, the Security Documents, the Intercreditor Agreement or any other document or instrument in relation thereof, or the receipt of any payments with respect to the natureNotes, extentexcluding such taxes, charges or calculation similar levies imposed by any jurisdiction outside of Canada, the jurisdiction of incorporation of any successor of the amount Canadian Issuer or any jurisdiction in which a paying agent is located, and the Issuers shall indemnify the Holders or beneficial owner of Additional Interest oweda Note for any such taxes paid by such Holders or beneficial owner of a Note. (f) The obligations described under Sections 4.01(c), (d) and (e) shall survive any termination, defeasance or with respect discharge of this Indenture and shall apply mutatis mutandis to any jurisdiction in which any successor Person to the method employed in such calculation of the Additional InterestCanadian Issuer is organized or any political subdivision or taxing authority or agency thereof or therein.