Common use of Payment of the Notes Clause in Contracts

Payment of the Notes. (a) The principal of, premium, if any, and interest on the Notes shall be payable at the principal office of the Indenture Trustee, or such other office of the Indenture Trustee as the Indenture Trustee may specify in writing to the holders of the Notes, in lawful money of the United States of America. Payment of principal, premium, if any, and interest on the Notes shall be made only upon presentation of such Notes to the Indenture Trustee for notation thereon of the amount of such payment. Any payment or prepayment of amounts due on the Notes in accordance with the terms thereof and hereof which is due on a date which is not a Business Day shall be payable on the next following Business Day without penalty or interest. (b) Notwithstanding the provisions of the preceding paragraph (a), if any Note is held by an Institutional Holder or its nominee and if such Institutional Holder shall furnish written notice to the Indenture Trustee requesting that the provisions of this Section 2.3(b) apply (and Section 6 of the Note Purchase Agreement shall constitute such written request in the case of the original Note Purchaser), the Indenture Trustee will cause all payments and prepayments of the principal of, and interest and premium, if any, on the Notes held by such Institutional Holder or its nominee to be made when due without surrender or presentation of such Note and without any notation of such payment or prepayment being made thereon, either (i) directly to such Holder by check, duly mailed, by first-class mail, postage prepaid, at its address appearing on the Note Register (defined in Section 2.4) or (ii) if a bank account in any bank in the continental United States shall be specified in such notice and if such notice shall have been given at least 15 days prior to the payment or prepayment date, by wire transfer of immediately available Federal Reserve funds to such bank account, on each such date such payment or prepayment is due, provided that such bank has facilities for the receipt of a wire transfer. The Indenture Trustee will deliver instructions for any such wire transfer from its office not later than 12:00 noon, Hartford, Connecticut time on each SUCH DATE payment or prepayment is due provided that no later than 10:00 a.m., Hartford, Connecticut time on the date such payment or prepayment is due either (i) the Issuer has deposited sufficient funds with the Indenture Trustee, or (ii) the Indenture Trustee has received the Issuer's check in clearing house funds in a sufficient amount. If the Issuer's funds are not received in a timely manner as above described, Indenture Trustee shall wire transfer payments promptly following receipt of the Issuer's funds. The Holder of any Notes to which this Section 2.3(b) applies agrees that (i) it will, before selling, transferring or otherwise disposing of such Note, present such Note to the Indenture Trustee for transfer and notation as provided in Sections 2.5 and 2.6 and (ii) it will, within a reasonable period of time after the Note has been paid in full, surrender the Note to the Indenture Trustee for cancellation and until any such Note is presented for transfer hereunder, the Indenture Trustee shall assume that the holder of such Note in the Note Register is, in fact, the holder thereof.

Payment of the Notes. (a) The Notes shall mature on June 7, 2016 (the “Maturity Date”) or sooner upon acceleration of the Obligations as provided for herein. The Issuer unconditionally promises to pay to the Purchasers the then unpaid principal ofamount of the Notes on the Maturity Date, premiumplus (i) any and all accrued but unpaid interest and fees thereon, if any(ii) all costs, expenses and indemnities payable pursuant to the Loan Documents, and interest on the Notes shall be payable at the principal office of the Indenture Trustee, (iii) other Obligations then due and owing under this Agreement or such any other office of the Indenture Trustee as the Indenture Trustee may specify in writing to the holders of the Notes, in lawful money of the United States of America. Payment of principal, premium, if any, and interest on the Notes shall be made only upon presentation of such Notes to the Indenture Trustee for notation thereon of the amount of such payment. Any payment or prepayment of amounts due on the Notes in accordance with the terms thereof and hereof which is due on a date which is not a Business Day shall be payable on the next following Business Day without penalty or interestLoan Document. (b) Notwithstanding the provisions of the preceding paragraph All payments (a), if any Note is held by an Institutional Holder or its nominee and if such Institutional Holder shall furnish written notice to the Indenture Trustee requesting that the provisions of this Section 2.3(bincluding prepayments) apply (and Section 6 of the Note Purchase Agreement shall constitute such written request in the case of the original Note Purchaser), the Indenture Trustee will cause all payments and prepayments of the principal of, and interest and premium, if any, on the Notes held by such Institutional Holder or its nominee to be made when due by Issuer on account of principal, interest and fees shall be made without surrender withholding, set off or presentation counterclaim and shall be made to each Purchaser at such office as such Purchaser shall direct, in each case on or prior to 3:00 p.m., New York time, in Dollars and in immediately available funds. (c) If any Purchaser or Participant (a “benefited Purchaser”) shall at any time receive any payment of all or part of its portion of the Notes, or interest thereon, or fees in a greater proportion than any such payment to any other Purchaser in respect of such Note other Purchaser’s portion of the Notes, or interest thereon, or fees, and without such greater proportionate payment is not expressly permitted hereunder, such benefited Purchaser shall purchase for cash from the other Purchasers a participation in such portion of each such other Purchaser’s portion of the Notes as shall be necessary to cause such benefited Purchaser to share the excess payment ratably with each of the other Purchasers; provided, however, that if all or any notation portion of such excess payment or prepayment being made thereonis thereafter recovered from such benefited Purchaser, either such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Purchaser so purchasing a portion of another Purchaser’s portion of the Notes may exercise all rights of payment (iincluding rights of set-off) directly with respect to such Holder by check, duly mailed, by first-class mail, postage prepaid, at its address appearing on the Note Register (defined in Section 2.4) or (ii) if a bank account in any bank in the continental United States shall be specified in such notice and portion as fully as if such notice shall have been given at least 15 days prior to Purchaser were the payment or prepayment date, by wire transfer of immediately available Federal Reserve funds to such bank account, on each such date such payment or prepayment is due, provided that such bank has facilities for the receipt of a wire transfer. The Indenture Trustee will deliver instructions for any such wire transfer from its office not later than 12:00 noon, Hartford, Connecticut time on each SUCH DATE payment or prepayment is due provided that no later than 10:00 a.m., Hartford, Connecticut time on the date such payment or prepayment is due either (i) the Issuer has deposited sufficient funds with the Indenture Trustee, or (ii) the Indenture Trustee has received the Issuer's check in clearing house funds in a sufficient amount. If the Issuer's funds are not received in a timely manner as above described, Indenture Trustee shall wire transfer payments promptly following receipt of the Issuer's funds. The Holder of any Notes to which this Section 2.3(b) applies agrees that (i) it will, before selling, transferring or otherwise disposing of such Note, present such Note to the Indenture Trustee for transfer and notation as provided in Sections 2.5 and 2.6 and (ii) it will, within a reasonable period of time after the Note has been paid in full, surrender the Note to the Indenture Trustee for cancellation and until any such Note is presented for transfer hereunder, the Indenture Trustee shall assume that the direct holder of such Note in the Note Register is, in fact, the holder thereofportion.

Payment of the Notes. (a) The Notes shall mature on December 7, 2012 (the “Maturity Date”) or sooner upon acceleration of the Obligations as provided for herein. The Issuer unconditionally promises to pay to the Purchasers the then unpaid principal ofamount of the Notes on the Maturity Date, premiumplus (i) any and all accrued but unpaid interest and fees thereon, if any(ii) all costs, expenses and indemnities payable pursuant to the Loan Documents, and interest on the Notes shall be payable at the principal office of the Indenture Trustee, (iii) other Obligations then due and owing under this Agreement or such any other office of the Indenture Trustee as the Indenture Trustee may specify in writing to the holders of the Notes, in lawful money of the United States of America. Payment of principal, premium, if any, and interest on the Notes shall be made only upon presentation of such Notes to the Indenture Trustee for notation thereon of the amount of such payment. Any payment or prepayment of amounts due on the Notes in accordance with the terms thereof and hereof which is due on a date which is not a Business Day shall be payable on the next following Business Day without penalty or interestLoan Document. (b) Notwithstanding the provisions of the preceding paragraph All payments (a), if any Note is held by an Institutional Holder or its nominee and if such Institutional Holder shall furnish written notice to the Indenture Trustee requesting that the provisions of this Section 2.3(bincluding prepayments) apply (and Section 6 of the Note Purchase Agreement shall constitute such written request in the case of the original Note Purchaser), the Indenture Trustee will cause all payments and prepayments of the principal of, and interest and premium, if any, on the Notes held by such Institutional Holder or its nominee to be made when due by Issuer on account of principal, interest and fees shall be made without surrender withholding, set off or presentation counterclaim and shall be made to each Purchaser at such office as such Purchaser shall direct, in each case on or prior to 3:00 P.M., New York time, in Dollars and in immediately available funds. (c) If any Purchaser or Participant (a “benefited Purchaser”) shall at any time receive any payment of all or part of its portion of the Notes, or interest thereon, or fees in a greater proportion than any such payment to any other Purchaser in respect of such Note other Purchaser’s portion of the Notes, or interest thereon, or fees, and without such greater proportionate payment is not expressly permitted hereunder, such benefited Purchaser shall purchase for cash from the other Purchasers a participation in such portion of each such other Purchaser’s portion of the Notes as shall be necessary to cause such benefited Purchaser to share the excess payment ratably with each of the other Purchasers; provided, however, that if all or any notation portion of such excess payment or prepayment being made thereonis thereafter recovered from such benefited Purchaser, either such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Purchaser so purchasing a portion of another Purchaser’s portion of the Notes may exercise all rights of payment (iincluding rights of set-off) directly with respect to such Holder by check, duly mailed, by first-class mail, postage prepaid, at its address appearing on the Note Register (defined in Section 2.4) or (ii) if a bank account in any bank in the continental United States shall be specified in such notice and portion as fully as if such notice shall have been given at least 15 days prior to Purchaser were the payment or prepayment date, by wire transfer of immediately available Federal Reserve funds to such bank account, on each such date such payment or prepayment is due, provided that such bank has facilities for the receipt of a wire transfer. The Indenture Trustee will deliver instructions for any such wire transfer from its office not later than 12:00 noon, Hartford, Connecticut time on each SUCH DATE payment or prepayment is due provided that no later than 10:00 a.m., Hartford, Connecticut time on the date such payment or prepayment is due either (i) the Issuer has deposited sufficient funds with the Indenture Trustee, or (ii) the Indenture Trustee has received the Issuer's check in clearing house funds in a sufficient amount. If the Issuer's funds are not received in a timely manner as above described, Indenture Trustee shall wire transfer payments promptly following receipt of the Issuer's funds. The Holder of any Notes to which this Section 2.3(b) applies agrees that (i) it will, before selling, transferring or otherwise disposing of such Note, present such Note to the Indenture Trustee for transfer and notation as provided in Sections 2.5 and 2.6 and (ii) it will, within a reasonable period of time after the Note has been paid in full, surrender the Note to the Indenture Trustee for cancellation and until any such Note is presented for transfer hereunder, the Indenture Trustee shall assume that the direct holder of such Note in the Note Register is, in fact, the holder thereofportion.

Payment of the Notes. (a) The Borrower shall repay to the Purchasers 25% of the initial outstanding principal of, premium, if any, and interest amount of the Tranche 1 Note on the third, fourth, fifth and sixth anniversaries of the Agreement Date. If any other tranche of Notes are issued, the Borrower shall repay to the Purchasers 25% of the initial outstanding principal amount of such tranche of Notes on the applicable third, fourth, fifth and sixth anniversaries of the applicable dates such tranche of Notes was issued. For the purpose of calculating the amount to be paid by the Borrower under this Section 2.3(a), the initial outstanding principal amount of each tranche of Notes shall be payable at reduced by the amount of any principal office of the Indenture Trustee, or such other office of the Indenture Trustee as the Indenture Trustee may specify in writing to the holders of the Notes, in lawful money of the United States of America. Payment of principal, premium, if any, and interest on the Notes shall be made only upon presentation of such Notes that any Purchaser elects to the Indenture Trustee for notation thereon convert into Common Stock of the amount of such payment. Any payment or prepayment of amounts due on the Notes Borrower in accordance with the terms thereof and hereof which is due on a date which is not a Business Day shall be payable on of the next following Business Day without penalty or interestNotes. (b) Notwithstanding The Borrower shall repay to the provisions Purchasers the outstanding principal amount of the preceding paragraph Notes on the earlier to occur of (a)i) the Final Payment Date, if any Note (ii) the date the principal amount of the Notes is held by due and payable following an Institutional Holder or its nominee Event of Default and if such Institutional Holder shall furnish written notice to (iii) the Indenture Trustee requesting that the provisions of Major Transaction Put Date. Each payment under this Section 2.3(b) apply (shall be applied first, to accrued and Section 6 of the Note Purchase Agreement shall constitute such written request in the case of the original Note Purchaser), the Indenture Trustee will cause all payments and prepayments of the principal of, and unpaid interest and premiumsecond, if any, on the Notes held by such Institutional Holder or its nominee to be made when due without surrender or presentation of such Note principal and without any notation of such payment or prepayment being made thereon, either (i) directly to such Holder by check, duly mailed, by first-class mail, postage prepaid, at its address appearing on the Note Register (defined in Section 2.4) or (ii) if a bank account in any bank in the continental United States shall be specified allocated among the Purchasers in such notice and if such notice shall accordance with the Percentage Allocation. (c) If the Tranche 2 Conditions have not been given at least 15 days satisfied on or prior to the public release by the Borrower of the Phase III Data, the Borrower shall have the right, but not the obligation, exercisable by notice delivered to the Purchasers within 60 days after the release of such data, to prepay the outstanding principal amount of the Tranche 1 Notes for an amount equal to 110% of such principal amount, plus the payment or prepayment dateof all accrued, by wire transfer unpaid interest to the date of immediately available Federal Reserve funds to such bank account, on each such date such payment or prepayment is due, provided that such bank has facilities for the receipt of a wire transferpayment. The Indenture Trustee will deliver instructions for any such wire transfer from its office Borrower shall not later be able to prepay the Notes other than 12:00 noonas set forth in this Section 2.3(c) or in Section 2.3(d). (d) On a Major Transaction Put Date, Hartford, Connecticut time on each SUCH DATE payment or prepayment is due provided that no later than 10:00 a.m., Hartford, Connecticut time on the date such payment or prepayment is due either (i) Borrower shall prepay the Issuer has deposited sufficient funds Notes in full by paying Purchasers simultaneously with the Indenture Trustee, or (ii) the Indenture Trustee has received the Issuer's check in clearing house funds in a sufficient amount. If the Issuer's funds are not received in a timely manner as above described, Indenture Trustee shall wire transfer payments promptly following receipt consummation of the Issuer's funds. The Holder of any Notes to which this Section 2.3(bMajor Transaction an amount (the “Put Price”) applies agrees that (i) it will, before selling, transferring or otherwise disposing of such Note, present such Note equal to the Indenture Trustee for transfer sum of the outstanding principal amount of the Notes plus all interest accrued and notation as provided in Sections 2.5 and 2.6 and (ii) it will, within a reasonable period of time after the Note has been paid in full, surrender the Note to the Indenture Trustee for cancellation and until any unpaid on such Note is presented for transfer hereunder, the Indenture Trustee shall assume that the holder of such Note in the Note Register is, in fact, the holder thereofdate.

Payment of the Notes. (a) The Company shall promptly pay the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, and interest shall be payable at considered paid on the principal office of date due if by 10:00 a.m. (New York time) on the Business Day prior to such date the Trustee or the Paying Agent holds in accordance with this Indenture Trustee, or such other office of the Indenture Trustee as the Indenture Trustee may specify in writing money sufficient to the holders of the Notes, in lawful money of the United States of America. Payment of pay all principal, premium, if any, and interest on then due and the Notes shall be made only upon presentation of Trustee or the Paying Agent, as the case may be, is not prohibited from paying such Notes money to the Indenture Trustee for notation thereon of the amount of such payment. Any payment or prepayment of amounts due Holders on the Notes in accordance with that date pursuant to the terms thereof and hereof which is due on a date which is not a Business Day shall be payable on the next following Business Day without penalty or interestof this Indenture. (b) Notwithstanding Except as otherwise set forth in this Indenture or the provisions Notes, principal shall be due and payable on the Notes 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 preceding paragraph (a), if any Maturity Date. Each Note is held by an Institutional Holder or its nominee and if such Institutional Holder shall furnish written notice to the Indenture Trustee requesting that the provisions of this Section 2.3(b) apply (and Section 6 of the Note Purchase Agreement shall constitute such written request in the case of the original Note Purchaser), the Indenture Trustee will cause all payments and prepayments of the principal of, and interest and premium, if anybear interest, on the Notes held by such Institutional Holder or its nominee to be made when due without surrender or presentation 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 Calculation Agent shall as soon as practicable after determining the Treasury 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 Interest Payment Date, commencing with the Interest Payment Date occurring on December 20, 2018. 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 Treasury 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 notation 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 thirty (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 prepayment being made thereon, either (i) directly liability delivered to such the Company by an Original Holder by check, duly mailed, by first-class mail, postage prepaid, at its address appearing on the Note Register (defined in Section 2.4) or (ii) if a bank account in any bank in the continental United States shall be specified conclusive absent manifest error. (f) Within thirty (30) days after the date of any payment of Taxes or Other Taxes withheld by the Company in such notice and if such notice shall have been given at least 15 days prior respect of any payment to any Original Holder, the Company will furnish to the Original Holder the original or a certified copy of a receipt evidencing payment or prepayment datethereof. (g) If an Original Holder shall become aware that it is entitled to receive a refund in respect of Indemnified Taxes, by wire transfer it shall promptly notify the Company of immediately available Federal Reserve funds to the availability of such bank accountrefund and shall, on each such date such payment or prepayment is due, provided that such bank has facilities for the within thirty (30) days after receipt of a wire transferrequest by the Company, apply for such refund. The Indenture Trustee 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 (g), in no event will deliver instructions for the indemnified party be required to pay any such wire transfer from its office not later than 12:00 noon, Hartford, Connecticut time on each SUCH DATE payment or prepayment is due provided that no later than 10:00 a.m., Hartford, Connecticut time on the date such payment or prepayment is due either amount to an indemnifying party pursuant to this paragraph (ig) the Issuer has deposited sufficient funds 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 giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph (g) 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 Indenture Trusteeindemnifying party or any other Person. (h) Any Original Holder that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Note or otherwise contemplated hereunder shall deliver to the Company and the Paying Agent, at the time or times reasonably requested by the Company, such properly completed and executed documentation reasonably requested by the Company as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Original Holder, if reasonably requested by the Company or the Paying Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Company or the Paying Agent as will enable the Company or the Paying Agent to determine whether or not such Original Holder is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, any Original Holder claiming the benefits for the exemption for “portfolio interest” under the Code shall deliver to the Company and the Paying Agent (x) a certificate to the effect that such Original Holder is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Company within the meaning of Section 881(c)(3)(B) of the Code, or (iia “controlled foreign corporation” described in Section 881(c)(3)(C) the Indenture Trustee has received the Issuer's check in clearing house funds in a sufficient amount. If the Issuer's funds are not received in a timely manner as above described, Indenture Trustee shall wire transfer payments promptly following receipt of the Issuer's funds. The Holder of any Notes to which this Section 2.3(b) applies agrees that (i) it will, before selling, transferring or otherwise disposing of such Note, present such Note to the Indenture Trustee for transfer and notation as provided in Sections 2.5 and 2.6 Code and (iiy) it will, within a reasonable period one or more executed originals of time after the Note has been paid in full, surrender the Note to the Indenture Trustee for cancellation and until any such Note is presented for transfer hereunder, the Indenture Trustee shall assume that the holder of such Note in the Note Register is, in fact, the holder thereofIRS Form W-8BEN-E or other applicable withholding certificate.

Payment of the Notes. (a) The Notes shall mature on June 7, 2015 (the “Maturity Date”) or sooner upon acceleration of the Obligations as provided for herein. The Issuer unconditionally promises to pay to the Purchasers the then unpaid principal ofamount of the Notes on the Maturity Date, premiumplus (i) any and all accrued but unpaid interest and fees thereon, if any(ii) all costs, expenses and indemnities payable pursuant to the Loan Documents, and interest on the Notes shall be payable at the principal office of the Indenture Trustee, (iii) other Obligations then due and owing under this Agreement or such any other office of the Indenture Trustee as the Indenture Trustee may specify in writing to the holders of the Notes, in lawful money of the United States of America. Payment of principal, premium, if any, and interest on the Notes shall be made only upon presentation of such Notes to the Indenture Trustee for notation thereon of the amount of such payment. Any payment or prepayment of amounts due on the Notes in accordance with the terms thereof and hereof which is due on a date which is not a Business Day shall be payable on the next following Business Day without penalty or interestLoan Document. (b) Notwithstanding the provisions of the preceding paragraph All payments (a), if any Note is held by an Institutional Holder or its nominee and if such Institutional Holder shall furnish written notice to the Indenture Trustee requesting that the provisions of this Section 2.3(bincluding prepayments) apply (and Section 6 of the Note Purchase Agreement shall constitute such written request in the case of the original Note Purchaser), the Indenture Trustee will cause all payments and prepayments of the principal of, and interest and premium, if any, on the Notes held by such Institutional Holder or its nominee to be made when due by Issuer on account of principal, interest and fees shall be made without surrender withholding, set off or presentation counterclaim and shall be made to each Purchaser at such office as such Purchaser shall direct, in each case on or prior to 3:00 p.m., New York time, in Dollars and in immediately available funds. (c) If any Purchaser or Participant (a “benefited Purchaser”) shall at any time receive any payment of all or part of its portion of the Notes, or interest thereon, or fees in a greater proportion than any such payment to any other Purchaser in respect of such Note other Purchaser’s portion of the Notes, or interest thereon, or fees, and without such greater proportionate payment is not expressly permitted hereunder, such benefited Purchaser shall purchase for cash from the other Purchasers a participation in such portion of each such other Purchaser ‘s portion of the Notes as shall be necessary to cause such benefited Purchaser to share the excess payment ratably with each of the other Purchasers; provided, however, that if all or any notation portion of such excess payment or prepayment being made thereonis thereafter recovered from such benefited Purchaser, either such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Each Purchaser so purchasing a portion of another Purchaser’s portion of the Notes may exercise all rights of payment (iincluding rights of set-off) directly with respect to such Holder by check, duly mailed, by first-class mail, postage prepaid, at its address appearing on the Note Register (defined in Section 2.4) or (ii) if a bank account in any bank in the continental United States shall be specified in such notice and portion as fully as if such notice shall have been given at least 15 days prior to Purchaser were the payment or prepayment date, by wire transfer of immediately available Federal Reserve funds to such bank account, on each such date such payment or prepayment is due, provided that such bank has facilities for the receipt of a wire transfer. The Indenture Trustee will deliver instructions for any such wire transfer from its office not later than 12:00 noon, Hartford, Connecticut time on each SUCH DATE payment or prepayment is due provided that no later than 10:00 a.m., Hartford, Connecticut time on the date such payment or prepayment is due either (i) the Issuer has deposited sufficient funds with the Indenture Trustee, or (ii) the Indenture Trustee has received the Issuer's check in clearing house funds in a sufficient amount. If the Issuer's funds are not received in a timely manner as above described, Indenture Trustee shall wire transfer payments promptly following receipt of the Issuer's funds. The Holder of any Notes to which this Section 2.3(b) applies agrees that (i) it will, before selling, transferring or otherwise disposing of such Note, present such Note to the Indenture Trustee for transfer and notation as provided in Sections 2.5 and 2.6 and (ii) it will, within a reasonable period of time after the Note has been paid in full, surrender the Note to the Indenture Trustee for cancellation and until any such Note is presented for transfer hereunder, the Indenture Trustee shall assume that the direct holder of such Note in the Note Register is, in fact, the holder thereofportion.

Payment of the Notes. (a) The principal of, premium, if any, and interest Notwithstanding that a failure by the Company to make any payment on the Notes shall be payable at when due would constitute an Event of Default under this Indenture and would enable the principal office Trustee and the Holders of the Indenture Trustee, or such other office of Notes to accelerate the Indenture Trustee as the Indenture Trustee may specify in writing to the holders maturity of the Notes, in lawful money prior to the repayment of all obligations under the Senior Credit Agreement, the obligations of the United States of America. Payment of principal, premium, if any, Subsidiary Guarantor under its Subordinated Guarantee are not due (and interest no demand may be made on the Notes shall be Subsidiary Guarantor) until: (a) (i) an order is made only upon presentation for the winding-up, dissolution, examination, or administration of such Notes the Subsidiary Guarantor; or (ii) a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, examiner, administrator or similar officer is appointed to the Indenture Trustee for notation thereon of the amount of such payment. Any payment or prepayment of amounts due on the Notes in accordance with the terms thereof and hereof which is due on a date which is not a Business Day shall be payable on the next following Business Day without penalty or interest.Subsidiary Guarantor; or (b) Notwithstanding the provisions each of the preceding paragraph following shall have occurred: (a)i) a default in payment of any amounts due under this Indenture or the Notes (or, if any Note is held by an Institutional Holder or its nominee and if such Institutional Holder shall furnish written notice to the Indenture Trustee requesting that the provisions of this Section 2.3(b) apply (and Section 6 of the Note Purchase Agreement shall constitute such written request in the case of any amount not constituting principal, interest or fees, amounts in excess of EURO 500,000) has occurred; (ii) a Holder of Notes or the original Note PurchaserTrustee therefor has notified the Representative for the lenders under the Senior Credit Agreement in writing of such default; (iii) a period of not less than 179 days has passed from the date of receipt by the Representative for the lenders under the Senior Credit Agreement of that notice; and (iv) at the end of such 179-day period, the default is continuing and has not been waived; or (c) any Indebtedness outstanding under the Senior Credit Agreement has been declared prematurely to be due and payable or payable on demand (and demand has been made) by reason of the occurrence of an event of default, as defined in the Senior Credit Agreement; whichever is the earliest to occur. Prior to the occurrence of any of the foregoing events described in clauses (a) through (c), above, the Indenture Trustee will cause all payments and prepayments of Subsidiary Guarantor shall not pay the principal of, and interest and premium, premium (if any, on the Notes held by such Institutional Holder or its nominee to be made when due without surrender or presentation of such Note and without any notation of such payment or prepayment being made thereon, either (i) directly to such Holder by check, duly mailed, by first-class mail, postage prepaid, at its address appearing on the Note Register (defined in Section 2.4) or (ii) if a bank account interest on or other payment obligations in any bank in the continental United States shall be specified in such notice and if such notice shall have been given at least 15 days prior to the payment or prepayment date, by wire transfer of immediately available Federal Reserve funds to such bank account, on each such date such payment or prepayment is due, provided that such bank has facilities for the receipt of a wire transfer. The Indenture Trustee will deliver instructions for any such wire transfer from its office not later than 12:00 noon, Hartford, Connecticut time on each SUCH DATE payment or prepayment is due provided that no later than 10:00 a.m., Hartford, Connecticut time on the date such payment or prepayment is due either (i) the Issuer has deposited sufficient funds with the Indenture Trustee, or (ii) the Indenture Trustee has received the Issuer's check in clearing house funds in a sufficient amount. If the Issuer's funds are not received in a timely manner as above described, Indenture Trustee shall wire transfer payments promptly following receipt respect of the Issuer's fundsSubsidiary Guarantee or make any deposit pursuant to Article VIII hereof or repurchase or redeem or otherwise retire the Subsidiary Guarantee (collectively, "pay the Notes"). The Holder After the occurrence of any Notes to which this Section 2.3(bof the foregoing events described in clauses (a) applies agrees that through (i) it willc), before selling, transferring or otherwise disposing of such Note, present such Note to the Indenture Trustee for transfer and notation as provided in Sections 2.5 and 2.6 and (ii) it will, within a reasonable period of time after the Note has been paid in full, surrender the Note to the Indenture Trustee for cancellation and until any such Note is presented for transfer hereunderabove, the Indenture Trustee shall assume that Subsidiary Guarantor may pay the holder of such Note in the Note Register is, in fact, the holder thereofNotes.

Payment of the Notes. (a) The principal of, premiumMake-Whole Amount, if any, and interest on the Notes shall be payable at the principal office of the Indenture Trustee, or such other office of the Indenture Trustee as the Indenture Trustee may specify in writing to the holders of the Notes, in lawful money of the United States of America. Payment of principal, premium, if any, and interest on the Notes shall be made only upon presentation of such Notes to the Indenture Trustee for notation thereon of the amount of such payment. Any payment or prepayment of amounts due on the Notes in accordance with the terms thereof and hereof which is due on a date which is not a Business Day shall be payable on the next following Business Day without penalty or interestStates. (b) Notwithstanding the provisions of the preceding paragraph clause (a), if any Institutional Investor is a holder of a Note or if any Note is held by an Institutional Holder or its nominee and if such Institutional Holder shall furnish registered in the name of any Purchaser named in a written notice to the Indenture Trustee requesting stating that the provisions of this Section 2.3(b2.4(b) shall apply (and Section 6 of Schedule II to the Note Purchase Participation Agreement shall constitute constituting such written request in the case of notice for the original Note Purchaserpurchasers), the Indenture Trustee will cause all shall make payment of interest on such Notes and shall make payments and or prepayments of the principal ofthereof, and interest and premiumMake-Whole Amount, if any, promptly upon receipt thereof from the Lessee or the Lessor, but in any event before 1:00 p.m. (New York time) on the Notes held date of receipt thereof if received prior to 12:00 noon (New York time) on such date or, if received later or in funds which are not immediately available, then promptly after funds have been received by such Institutional Holder the Indenture Trustee in cash or its nominee in solvent credits (immediately available funds) acceptable to be made when due without surrender or presentation of such Note and without any notation of such payment or prepayment being made thereonit, either (i) directly by wire transfer in immediately available federal reserve funds to such Holder by check, duly mailed, by first-class mail, postage prepaid, at its address appearing on the Note Register (defined in Section 2.4) or (ii) if a bank account in any bank in the continental United States as set forth in Schedule II to the Participation Agreement in the case of the initial Purchasers or as shall be specified in such notice and if such notice shall have been given at least 15 days prior writing to the payment or prepayment date, Indenture Trustee by wire transfer any other Purchaser. All payments so made shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of immediately available Federal Reserve funds to such bank account, on each such date such payment or prepayment is due, provided that such bank has facilities for the receipt of a wire transfersums so paid. The Indenture Trustee will deliver instructions is authorized to act in accordance with the foregoing provisions and shall not be liable or responsible to any such Purchaser or to the Lessor or to any other Person for any such wire transfer from its office not later than 12:00 noon, Hartford, Connecticut time on each SUCH DATE payment act or prepayment is due provided that no later than 10:00 a.m., Hartford, Connecticut time omission on the date such payment or prepayment is due either (i) the Issuer has deposited sufficient funds with the Indenture Trustee, or (ii) the Indenture Trustee has received the Issuer's check in clearing house funds in a sufficient amount. If the Issuer's funds are not received in a timely manner as above described, Indenture Trustee shall wire transfer payments promptly following receipt part of the Issuer's funds. The Holder of any Notes to which this Section 2.3(b) applies agrees that (i) it will, before selling, transferring Lessor or otherwise disposing of such Note, present such Note to the Indenture Trustee for transfer and notation as provided Purchaser in Sections 2.5 and 2.6 and (ii) it will, within a reasonable period of time after the Note has been paid in full, surrender the Note to the Indenture Trustee for cancellation and until any such Note is presented for transfer hereunder, the Indenture Trustee shall assume that the holder of such Note in the Note Register is, in fact, the holder thereofconnection therewith.