Common use of Payment to Holders Clause in Contracts

Payment to Holders. No payment shall be made with respect to the principal of or interest on the Notes (including, but not limited to, the Fundamental Change Repurchase Price in accordance with Article 15, but excluding the settlement of the Conversion Obligation in accordance with Article 14), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05, if: (i) a default in the payment of principal, premium, interest or other amounts due on any Senior Debt, or in respect of any redemption or repurchase obligation under any Senior Debt, occurs and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt) (a “Payment Default”); or (ii) a default, other than a Payment Default, on any Senior Debt occurs and is continuing that then permits holders of such Senior Debt (or any Representative) to accelerate its maturity (a “Non-Payment Default”) and a Responsible Officer of the Trustee receives at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative of Senior Debt. Notwithstanding the foregoing, following the delivery of a Payment Blockage Notice to a Responsible Officer of the Trustee, no new Payment Blockage Notice may be delivered and no new period of payment blockage with respect to the Notes may begin until both (i) 360 consecutive days have elapsed since the Company’s receipt of the first Payment Blockage Notice and (ii) all scheduled payments of principal of and interest with respect to the Notes that have come due have been paid in full in cash. No default that existed or was continuing on the date of delivery to the Trustee of any Payment Blockage Notice with respect to the Senior Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the holders of such Senior Debt, whether or not within a period of 360 consecutive days. The Company may and shall resume payments on the Notes upon: (i) in the case of a Payment Default, the date upon which the default is cured or waived or ceases to exist, and (ii) in the case of a Non-Payment Default, on the earlier to occur of (A) the date on which such default is cured or waived or otherwise ceases to exist, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received unless the maturity of such Senior Debt has been accelerated, in which case no payment or distribution may be made on the Notes until such default is cured or waived or such Senior Debt is discharged or paid in full. In the event of any distribution to creditors of the Company: (i) in any liquidation or dissolution of the Company (whether voluntary or involuntary); (ii) in bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property; (iii) in an assignment for the benefit of creditors; or (iv) in any marshaling of the Company’s assets and liabilities, all amounts due or to become due upon all Senior Debt shall first be paid in full in cash, or other payments satisfactory to the holders of Senior Debt before any payment of cash, property or securities (subject to Section 13.06) is made on account of the principal of or interest on the Notes as set forth above (except, to the extent required by applicable law, payments made pursuant to Article 3 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such events set forth in (i)-(iv) above), to which the Holders of the Notes or the Trustee would be entitled, except for the provision of this Article 13, shall (except as aforesaid) be paid by the Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full in cash, or other payment satisfactory to the holders of Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the Holders of the Notes or to the Trustee. For purposes of this Article 13, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 13 with respect to the Notes to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new entity, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are not assumed by the Company or the new entity, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale, conveyance, lease or transfer of all or substantially all its property to another Person upon the terms and conditions provided for in Article 11 shall not be deemed a liquidation or dissolution or reorganization for the purposes of this Section 13.02 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, lease or transfer, comply with the conditions stated in Article 11. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Notes in respect of the principal of or interest on the Notes (including, but not limited to, the Fundamental Change Repurchase Price in accordance with Article 15, but excluding the settlement of the Conversion Obligation in accordance with Article 14), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05 until all Senior Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of such acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Notes before all Senior Debt is paid in full, in cash or other payment satisfactory to the holders of Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in this Section 13.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 6.05 and 7.06. This Section 13.02 shall be subject to the further provisions of Sections 13.05 and 13.06.

Payment to Holders. No payment shall be made with respect to the principal of of, or premium, if any, and interest on the Notes (including, but not limited to, the Fundamental Change Repurchase Price in accordance with Article 15Purchase Price), but excluding the settlement and no repurchase or other acquisition of the Conversion Obligation Notes shall occur and no deposit shall be made pursuant to Article 8 at a time when such deposited amounts would not otherwise be permitted under this Article 12 in accordance with Article 14), except payments and distributions made by respect of the Trustee as permitted by the first or second paragraph conversion of Section 13.05, Notes if: (ia) a default in the payment of principal, premium, interest or other amounts due on any Senior Debt, or in respect of any redemption or repurchase obligation under any Senior Debt, Debt occurs and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt) (a “Payment Default”), unless and until such default shall have been cured or waived by the appropriate holders of the Senior Debt or shall have ceased to exist; or (iib) a default, other than a Payment Defaultpayment default, on any Senior Debt occurs and is continuing that then permits holders of such Senior Debt to accelerate the maturity of all or any portion of such Senior Debt (or any Representative) would permit such holders to so accelerate its maturity (a “Non-Payment Default”with the giving of notice or the passage of time or both) and a Responsible Officer of the Trustee receives at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative or holder of such Senior DebtDebt or the Company. Notwithstanding Subject to the foregoingprovisions of Section 12.05, following if the delivery of a Trustee receives any Payment Blockage Notice pursuant to a Responsible Officer of the Trusteeclause (b) above, no new subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and no new period of payment blockage with respect to the Notes may begin until both (i) 360 consecutive at least 365 days shall have elapsed since the Company’s receipt of the first immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal of and interest with respect to the Notes that have come due have been paid in full in cashNotice. No nonpayment default that existed or was continuing on the date of delivery to the Trustee of any Payment Blockage Notice with respect to the Senior Debt whose holders delivered the Payment Blockage Notice may Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made made, the basis of for a subsequent Payment Blockage Notice by the holders of such Senior DebtNotice, whether or not within a period of 360 365 consecutive days. The Unless this Article 12 otherwise prohibits payments on or distributions in respect of the Notes at the time of such payments or distributions, the Company may and shall resume such payments on the Notes uponNotes: (iA) in the case of a Payment Defaultdefault referred to in clause (a) above, on the date upon which the default is cured or waived by the requisite holders of Senior Debt or otherwise ceases to exist, andor (iiB) in the case of a Non-Payment Defaultdefault referred to in clause (b) above, on the earlier earliest to occur of (Ai) the date on which such default is cured or waived or otherwise ceases to exist, or (Bii) 179 days after the date on which the applicable Payment Blockage Notice is received unless received, and (iii) the date such payment blockage period shall have been terminated by written notice to the Company or the Trustee from the Person initiating such payment blockage period; provided, that if the maturity of such Senior Debt has been accelerated, in which case accelerated no payment or distribution may be made on the Notes until such default is cured or waived or such Senior Debt is discharged or paid in full. In Upon any payment by the event Company, or distribution of assets of the Company of any distribution kind or character, whether in cash, property or securities, to creditors of the Company: (i) in upon any dissolution or winding-up or liquidation or dissolution reorganization of the Company (whether voluntary or involuntary); (ii) or in bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property; (iii) in an assignment for the benefit of creditors; or (iv) in any marshaling of the Company’s assets and liabilitiesproceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full in cash, or other payments payment satisfactory to the holders of Senior Debt Debt, before any payment of cash, property or securities (subject to Section 13.06) is made on account of the principal of of, premium, if any, or interest on the Notes as set forth above (exceptincluding, to but not limited to, the extent required Fundamental Change Purchase Price); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by applicable lawthe Company, payments made pursuant to Article 3 from monies deposited with or distribution of assets of the Trustee pursuant thereto prior to commencement Company of proceedings for such events set forth any kind or character, whether in (i)-(iv) above)cash, property or securities, to which the Holders of the Notes or the Trustee would be entitled, except for the provision of this Article 1312, shall (except as aforesaid) be paid by the Company, Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise required by law or a court order) or their representative Representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issuedRepresentatives, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full in cash, or other payment satisfactory to the holders of Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the Holders of the Notes or to the Trustee. For purposes of this Article 1312, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other entity corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 13 12 with respect to the Notes to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new entitycorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are not assumed by the Company or the new entitycorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person corporation or the liquidation or dissolution of the Company following the conveyance, transfer, sale, conveyance, lease or transfer other disposition of all its property as an entirety, or substantially all its property as an entirety, to another Person corporation upon the terms and conditions provided for in Article 11 5 shall not be deemed a dissolution, winding-up, liquidation or dissolution or reorganization for the purposes of this Section 13.02 12.02 if such other Person corporation shall, as a part of such consolidation, merger, conveyance, transfer, sale, conveyance, lease or transferother disposition, comply with the conditions stated in Article 115. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Notes Holders in respect of the principal of of, premium, if any, or interest on the Notes by the Company (including, but not limited to, the Fundamental Change Repurchase Price in accordance with Article 15, but excluding the settlement of the Conversion Obligation in accordance with Article 14Purchase Price), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05 12.05, until all Senior Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of such acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoingprovisions of this Article 12, shall be received by the Trustee or any of the Holders of the Notes before all Senior Debt is paid in full, in cash or other payment satisfactory to the holders of Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in this Section 13.02 12.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 6.05 and 7.06Section 7.07. This Section 13.02 12.02 shall be subject to the further provisions of Sections 13.05 and 13.06Section 12.05.

Payment to Holders. No payment shall be made with respect to the principal of or interest on the Notes (including, but not limited to, the Fundamental Change Repurchase Price in accordance with Article 1515 and any cash payable upon conversion if the Company elects Cash Settlement or Combination Settlement, but excluding the settlement of the Conversion Obligation by means of Physical Settlement in accordance with Article 1414 (and cash payable in lieu of delivering any fractional share of Common Stock issuable upon conversion pursuant to Section 14.02(j)), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05, if: (i) a default in the payment of principal, premium, interest or other amounts due on any Senior Debt, or in including respect of any redemption or repurchase obligation under any Senior Debt, occurs and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt) (a “Payment Default”); or (ii) a default, other than a Payment Default, on any Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt (or any Representative) to accelerate its maturity (a “Non-Payment Default”) and a Responsible Officer of the Trustee receives shall have received at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative of such Designated Senior Debt. Notwithstanding the foregoing, following the delivery of a Payment Blockage Notice to a Responsible Officer of the Trustee, no new Payment Blockage Notice may be delivered and no new period of payment blockage with respect to the Notes may begin until both (i) 360 365 consecutive days have elapsed since the Company’s receipt of the first Payment Blockage Notice and (ii) all scheduled payments of principal of and interest with respect to the Notes that have come due have been paid in full in cashcash or amounts due upon conversion have been paid or delivered pursuant to Article 14. No default that existed or was continuing on the date of delivery to the Trustee of any Payment Blockage Notice with respect to the Senior Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the holders of such Senior Debt, whether or not within a period of 360 365 consecutive days. The Company may and shall resume payments on the Notes upon: (i) in the case of a Payment Default, the date upon which the default is cured or waived or ceases to exist, and (ii) in the case of a Non-Payment Default, on the earlier to occur of (A) the date on which such default is cured or waived or otherwise ceases to exist, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received unless the maturity of such Designated Senior Debt has been accelerated, in which case no payment or distribution may be made on the Notes until such default is cured or waived or such Designated Senior Debt is discharged or paid in full. In the event of any distribution to creditors of the Company: (iA) in any liquidation or dissolution of the Company (whether voluntary or involuntary); (iiB) in bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property; (iiiC) in an assignment for the benefit of creditors; or (ivD) in any marshaling of the Company’s assets and liabilities, all amounts due or to become due upon all Senior Debt shall first be paid in full in cash, or other payments satisfactory to the holders of Senior Debt before any payment of cash, property or securities (subject to Section 13.0613.05 and other than Permitted Junior Securities) is made on account of the principal of or interest on the Notes or amounts payable in cash due upon conversion (other than cash payable in lieu of delivering fractional shares of Common Stock) as set forth above (except, to the extent required by applicable law, payments made pursuant to Article 3 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such events set forth in (i)-(ivA)-(D) above), to which the Holders of the Notes or the Trustee would be entitled, except for the provision of this Article 13Section 13.02, shall (except as aforesaid) be paid by the Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full in cash, or other payment satisfactory to the holders of Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the Holders of the Notes or to the Trustee. For purposes of this Article 13, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 13 with respect to the Notes to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new entity, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are not assumed by the Company or the new entity, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale, conveyance, lease or transfer of all or substantially all its property to another Person upon the terms and conditions provided for in Article 11 shall not be deemed a liquidation or dissolution or reorganization for the purposes of this Section 13.02 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, lease or transfer, comply with the conditions stated in Article 11. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Notes in respect of the principal of or interest on the Notes (including, but not limited to, the Fundamental Change Repurchase Price in accordance with Article 15, but excluding the settlement of the Conversion Obligation in accordance with Article 14), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05 until all Senior Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of such acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Notes before all Senior Debt is paid in full, in cash or other payment satisfactory to the holders of Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in this Section 13.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 6.05 and 7.06. This Section 13.02 shall be subject to the further provisions of Sections 13.05 and 13.06.

Payment to Holders. No payment shall be made with respect to the principal of or interest on the Notes (including, but not limited to, the Fundamental Change Repurchase Price in accordance with Article 15, the Redemption Price in accordance with Article 16 and any cash payable upon conversion if the Company elects Cash Settlement or Combination Settlement, but excluding the settlement of the Conversion Obligation by means of Physical Settlement in accordance with Article 1414 (and cash payable in lieu of delivering any fractional share of Common Stock issuable upon conversion pursuant to Section 14.02(j))), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05, if: (i) a default in the payment of principal, premium, interest or other amounts due on any Senior Debt, or in including respect of any redemption or repurchase obligation under any Senior Debt, occurs and is continuing (or, in the case of Senior Debt for which there is a period of gracegrace period, in the event of such a default that continues beyond the period of gracegrace period, if any, specified in the instrument or lease evidencing such Senior Debt) (a “Payment Default”); or (ii) a default, other than a Payment Default, on any Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt (or any Representative) to accelerate its maturity (a “Non-Payment Default”) and a Responsible Officer of the Trustee receives shall have received at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative of such Designated Senior Debt. Notwithstanding the foregoing, following the delivery of a Payment Blockage Notice to a Responsible Officer of the Trustee, no new Payment Blockage Notice may be delivered and no new period of payment blockage with respect to the Notes may begin until both (i) 360 365 consecutive days have elapsed since the Company’s receipt of the first Payment Blockage Notice and (ii) all scheduled payments of principal of and interest with respect to the Notes that have come due have been paid in full in cashcash or amounts due upon conversion have been paid or delivered pursuant to Article 14. No default that existed or was continuing on the date of delivery to the Trustee of any Payment Blockage Notice with respect to the Senior Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the holders of such Senior Debt, whether or not within a period of 360 365 consecutive days. The Company may and shall resume payments on the Notes upon: (i) in the case of a Payment Default, the date upon which the default is cured or waived or ceases to exist, and (ii) in the case of a Non-Payment Default, on the earlier to occur of (A) the date on which such default is cured or waived or otherwise ceases to exist, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received unless the maturity of such Designated Senior Debt has been accelerated, in which case no payment or distribution may be made on the Notes until such default is cured or waived or such Designated Senior Debt is discharged or paid in full. In the event of any distribution to creditors of the Company: (i) in any liquidation or dissolution of the Company (whether voluntary or involuntary); (ii) in bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property; (iii) in an assignment for the benefit of creditors; or (iv) in any marshaling of the Company’s assets and liabilities, all amounts due or to become due upon all Senior Debt shall first be paid in full in cash, or other payments satisfactory to the holders of Senior Debt before any payment of cash, property or securities (subject to Section 13.0613.05 and other than Permitted Junior Securities) is made on account of the principal of or interest on the Notes or amounts payable in cash due upon conversion (other than cash payable in lieu of delivering fractional shares of Common Stock) as set forth above (except, to the extent required by applicable law, payments made pursuant to Article 3 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such events set forth in (i)-(iv) above), to which the Holders of the Notes or the Trustee would be entitled, except for the provision of this Article 13Section 13.02, shall (except as aforesaid) be paid by the Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full in cash, or other payment satisfactory to the holders of Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the Holders of the Notes or to the Trustee. For purposes of this Article 13, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 13 with respect to the Notes to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new entity, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are not assumed by the Company or the new entity, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale, conveyance, lease or transfer of all or substantially all its property to another Person upon the terms and conditions provided for in Article 11 shall not be deemed a liquidation or dissolution or reorganization for the purposes of this Section 13.02 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, lease or transfer, comply with the conditions stated in Article 11. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Notes in respect of the principal of or interest on the Notes (including, but not limited to, the Fundamental Change Repurchase Price in accordance with Article 15, but excluding the settlement of the Conversion Obligation in accordance with Article 14), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05 until all Senior Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of such acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Notes before all Senior Debt is paid in full, in cash or other payment satisfactory to the holders of Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in this Section 13.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 6.05 and 7.06. This Section 13.02 shall be subject to the further provisions of Sections 13.05 and 13.06.

Payment to Holders. No payment shall be made with respect to the principal of of, or premium, if any, interest and Contingent Interest, if any, on the Notes Securities (including, but not limited to, the Fundamental Change Redemption Price, Repurchase Price in accordance with Article 15and Designated Event Purchase Price), but excluding the settlement and no redemption, repurchase or other acquisition of the Conversion Obligation Securities shall occur and no deposit shall be made pursuant to Article 9 at a time when such deposited amounts would not otherwise be permitted under this Article 11 in accordance with Article 14), except payments and distributions made by respect of the Trustee as permitted by the first or second paragraph conversion of Section 13.05, Securities if: (ia) a default in the payment of principal, premium, interest or other amounts due on any Senior Debt, or in respect of any redemption or repurchase obligation under any Senior Debt, Debt occurs and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt) (a “Payment Default”), unless and until such default shall have been cured or waived by the appropriate holders of the Senior Debt or shall have ceased to exist; or (iib) a default, other than a Payment Defaultpayment default, on any Senior Debt occurs and is continuing that then permits holders of such Senior Debt to accelerate the maturity of all or any portion of such Senior Debt (or any Representative) would permit such holders to so accelerate its maturity (a “Non-Payment Default”with the giving of notice or the passage of time or both) and a Responsible Officer of the Trustee receives at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative or holder of such Senior DebtDebt or the Company. Notwithstanding Subject to the foregoingprovisions of Section 11.05, following if the delivery of a Trustee receives any Payment Blockage Notice pursuant to a Responsible Officer of the Trusteeclause (b) above, no new subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and no new period of payment blockage with respect to the Notes may begin until both (i) 360 consecutive at least 365 days shall have elapsed since the Company’s receipt of the first immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal of and interest with respect to the Notes that have come due have been paid in full in cashNotice. No nonpayment default that existed or was continuing on the date of delivery to the Trustee of any Payment Blockage Notice with respect to the Senior Debt whose holders delivered the Payment Blockage Notice may Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made made, the basis of for a subsequent Payment Blockage Notice by the holders of such Senior DebtNotice, whether or not within a period of 360 365 consecutive days. The Unless this Article 11 otherwise prohibits payments on or distributions in respect of the Securities at the time of such payments or distributions, the Company may and shall resume such payments on the Notes uponSecurities: (iA) in the case of a Payment Defaultdefault referred to in clause (a) above, on the date upon which the default is cured or waived by the requisite holders of Senior Debt or otherwise ceases to exist, andor (iiB) in the case of a Non-Payment Defaultdefault referred to in clause (b) above, on the earlier earliest to occur of (Ai) the date on which such default is cured or waived or otherwise ceases to exist, or (Bii) 179 days after the date on which the applicable Payment Blockage Notice is received unless received, and (iii) the date such payment blockage period shall have been terminated by written notice to the Company or the Trustee from the Person initiating such payment blockage period; provided, that if the maturity of such Senior Debt has been accelerated, in which case accelerated no payment or distribution may be made on the Notes Securities until such default is cured or waived or such Senior Debt is discharged or paid in full. In Upon any payment by the event Company, or distribution of assets of the Company of any distribution kind or character, whether in cash, property or securities, to creditors of the Company: (i) in upon any dissolution or winding-up or liquidation or dissolution reorganization of the Company (whether voluntary or involuntary); (ii) or in bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property; (iii) in an assignment for the benefit of creditors; or (iv) in any marshaling of the Company’s assets and liabilitiesproceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full in cash, or other payments payment satisfactory to the holders of Senior Debt Debt, before any payment of cash, property or securities (subject to Section 13.06) is made on account of the principal of of, premium, if any, interest or interest Contingent Interest, if any, on the Notes as set forth above Securities (exceptincluding, to but not limited to, the extent required Redemption Price, Repurchase Price or Designated Event Purchase Price); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by applicable lawthe Company, payments made pursuant to Article 3 from monies deposited with or distribution of assets of the Trustee pursuant thereto prior to commencement Company of proceedings for such events set forth any kind or character, whether in (i)-(iv) above)cash, property or securities, to which the Holders of the Notes or the Trustee would be entitled, except for the provision of this Article 1311, shall (except as aforesaid) be paid by the Company, Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise required by law or a court order) or their representative Representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issuedRepresentatives, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full in cash, or other payment satisfactory to the holders of Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the Holders of the Notes or to the Trustee. For purposes of this Article 1311, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other entity corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 13 11 with respect to the Notes Securities to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new entitycorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are not assumed by the Company or the new entitycorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person corporation or the liquidation or dissolution of the Company following the conveyance, transfer, sale, conveyance, lease or transfer other disposition of all its property as an entirety, or substantially all its property as an entirety, to another Person corporation upon the terms and conditions provided for in Article 11 6 shall not be deemed a dissolution, winding-up, liquidation or dissolution or reorganization for the purposes of this Section 13.02 11.02 if such other Person corporation shall, as a part of such consolidation, merger, conveyance, transfer, sale, conveyance, lease or transferother disposition, comply with the conditions stated in Article 116. In the event of the acceleration of the Notes Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Notes Holders in respect of the principal of of, premium, if any, interest or interest Contingent Interest, if any, on the Notes Securities by the Company (including, but not limited to, the Fundamental Change Redemption Price, Repurchase Price in accordance with Article 15, but excluding the settlement of the Conversion Obligation in accordance with Article 14or Designated Event Purchase Price), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05 11.05, until all Senior Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of such acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoingprovisions of this Article 11, shall be received by the Trustee or any of the Holders of the Notes before all Senior Debt is paid in full, in cash or other payment satisfactory to the holders of Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in this Section 13.02 11.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 6.05 and 7.06Section 8.07. This Section 13.02 11.02 shall be subject to the further provisions of Sections 13.05 and 13.06Section 11.05.

Payment to Holders. No payment payments shall be made with respect to the principal Principal of or interest on the Notes by the Company (including, but not limited to, the Fundamental Change Repurchase Price in accordance with Article 15, but excluding the settlement of the Conversion Obligation in accordance with Article 14Control Payment), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.0511.5, if: (i) a default in the payment of principal, premium, interest interest, or rent or other amounts obligations due on any Senior Debt, or in respect Debt of any redemption or repurchase obligation under any Senior Debt, occurs the Company has occurred and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event (including upon acceleration of such Senior Debt) or a default that in payment of any other obligation with respect to the Senior Debt continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt) (a “Payment Default”), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, default (other than a Payment Default, default described in clause (i) of this Section 11.4) on any Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt (or any Representative) to accelerate its maturity (a “Non-Payment Default”) and a Responsible Officer of the Trustee receives at the Corporate Trust Office a written notice of the default (a “"Payment Blockage Notice”") from a representative of Designated Senior Debt or the Company or a Representative of Senior DebtCompany. Notwithstanding If the foregoing, following the delivery of a Trustee receives any Payment Blockage Notice pursuant to a Responsible Officer of the Trusteeclause (ii) above, no new subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section 11.4 unless and no new period of payment blockage with respect to the Notes may begin until both (i) at least 360 consecutive days shall have elapsed since the Company’s receipt initial effectiveness of the first immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal of and interest with respect to the Notes that have come due have been paid in full in cashNotice. No default that existed or was continuing on the date of delivery to the Trustee of any Payment Blockage Notice with respect to the Senior Debt whose holders delivered the Payment Blockage Notice may Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made made, the basis of for a subsequent Payment Blockage Notice by the holders of such Senior Debt, whether or not within a period of 360 consecutive daysNotice. The Company may and shall resume payments on and distributions in respect of the Notes uponupon the earlier of: (i1) in the case of a Payment Defaultdefault described in clause (i) of this Section 11.4, the date upon which the default is cured or waived or ceases ceased to exist, andor (ii2) in the case of a Non-Payment Defaultdefault referred to in clause (ii) of this Section 11.4 above, on the earlier to occur of (A) the date on which such default is cured or waived or otherwise ceases to exist, exist or (B) 179 days after the date on which the applicable Payment Blockage Notice is received unless if the maturity of such Senior Debt has not been accelerated, in which case no unless this Article Eleven otherwise prohibits the payment or distribution may be made on at the Notes until such default is cured or waived or such Senior Debt is discharged or paid in full. In the event time of any distribution to creditors of the Company: (i) in any liquidation or dissolution of the Company (whether voluntary or involuntary); (ii) in bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property; (iii) in an assignment for the benefit of creditors; or (iv) in any marshaling of the Company’s assets and liabilities, all amounts due or to become due upon all Senior Debt shall first be paid in full in cash, or other payments satisfactory to the holders of Senior Debt before any payment of cash, property or securities (subject to Section 13.06) is made on account of the principal of or interest on the Notes as set forth above (except, to the extent required by applicable law, payments made pursuant to Article 3 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such events set forth in (i)-(iv) above), to which the Holders of the Notes or the Trustee would be entitled, except for the provision of this Article 13, shall (except as aforesaid) be paid by the Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full in cash, or other payment satisfactory to the holders of Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the Holders of the Notes or to the Trustee. For purposes of this Article 13, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 13 with respect to the Notes to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new entity, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are not assumed by the Company or the new entity, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale, conveyance, lease or transfer of all or substantially all its property to another Person upon the terms and conditions provided for in Article 11 shall not be deemed a liquidation or dissolution or reorganization for the purposes of this Section 13.02 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, lease or transfer, comply with the conditions stated in Article 11. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Notes in respect of the principal of or interest on the Notes (including, but not limited to, the Fundamental Change Repurchase Price in accordance with Article 15, but excluding the settlement of the Conversion Obligation in accordance with Article 14), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05 until all Senior Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of such acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Notes before all Senior Debt is paid in full, in cash or other payment satisfactory to the holders of Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in this Section 13.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 6.05 and 7.06. This Section 13.02 shall be subject to the further provisions of Sections 13.05 and 13.06.

Payment to Holders. No payment shall be made with respect to the principal of of, or premium, if any, and interest on the Notes (including, but not limited to, the Fundamental Change Repurchase Price in accordance with Article 15Purchase Price), but excluding the settlement and no repurchase or other acquisition of the Conversion Obligation Notes shall occur and no deposit shall be made pursuant to Article 8 at a time when such deposited amounts would not otherwise be permitted under this Article 12 in accordance with Article 14), except payments and distributions made by respect of the Trustee as permitted by the first or second paragraph conversion of Section 13.05, Notes if: (ia) a default in the payment of principal, premium, interest or other amounts due on any Senior Debt, or in respect of any redemption or repurchase obligation under any Senior Debt, Debt occurs and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt) (a “Payment Default”), unless and until such default shall have been cured or waived by the appropriate holders of the Senior Debt or shall have ceased to exist; or (iib) a default, other than a Payment Defaultpayment default, on any Senior Debt occurs and is continuing that then permits holders of such Senior Debt to accelerate the maturity of all or any portion of such Senior Debt (or any Representative) would permit such holders to so accelerate its maturity (a “Non-Payment Default”with the giving of notice or the passage of time or both) and a Responsible Officer of the Trustee receives at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative or holder of such Senior DebtDebt or the Company. Notwithstanding Subject to the foregoingprovisions of Section 12.05, following if the delivery of a Trustee receives any Payment Blockage Notice pursuant to a Responsible Officer of the Trusteeclause (b) above, no new subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and no new period of payment blockage with respect to the Notes may begin until both (i) 360 consecutive at least 365 days shall have elapsed since the Company’s receipt of the first immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal of and interest with respect to the Notes that have come due have been paid in full in cashNotice. No nonpayment default that existed or was continuing on the date of delivery to the Trustee of any Payment Blockage Notice with respect to the Senior Debt whose holders delivered the Payment Blockage Notice may Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made made, the basis of for a subsequent Payment Blockage Notice by the holders of such Senior DebtNotice, whether or not within a period of 360 365 consecutive days. The Unless this Article 12 otherwise prohibits payments on or distributions in respect of the Notes at the time of such payments or distributions, the Company may and shall resume such payments on the Notes uponNotes: (iA) in the case of a Payment Defaultdefault referred to in clause (a) above, on the date upon which the default is cured or waived by the requisite holders of Senior Debt or otherwise ceases to exist, andor (iiB) in the case of a Non-Payment Defaultdefault referred to in clause (b) above, on the earlier earliest to occur of (Ai) the date on which such default is cured or waived or otherwise ceases to exist, or (Bii) 179 days after the date on which the applicable Payment Blockage Notice is received unless received, and (iii) the date such payment blockage period shall have been terminated by written notice to the Company or the Trustee from the Person initiating such payment blockage period; provided, that if the maturity of such Senior Debt has been accelerated, in which case accelerated no payment or distribution may be made on the Notes until such default is cured or waived or such Senior Debt is discharged or paid in full. In Upon any payment by the event Company, or distribution of assets of the Company of any distribution kind or character, whether in cash, property or securities, to creditors of the Company: (i) in upon any dissolution or winding-up or liquidation or dissolution reorganization of the Company (whether voluntary or involuntary); (ii) or in bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property; (iii) in an assignment for the benefit of creditors; or (iv) in any marshaling of the Company’s assets and liabilitiesproceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full in cash, or other payments payment satisfactory to the holders of Senior Debt Debt, before any payment of cash, property or securities (subject to Section 13.06) is made on account of the principal of of, premium, if any, or interest on the Notes as set forth above (exceptincluding, to but not limited to, the extent required Fundamental Change Purchase Price); and upon any such dissolution or winding-up or Table of Contents liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by applicable lawthe Company, payments made pursuant to Article 3 from monies deposited with or distribution of assets of the Trustee pursuant thereto prior to commencement Company of proceedings for such events set forth any kind or character, whether in (i)-(iv) above)cash, property or securities, to which the Holders of the Notes or the Trustee would be entitled, except for the provision of this Article 1312, shall (except as aforesaid) be paid by the Company, Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise required by law or a court order) or their representative Representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issuedRepresentatives, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full in cash, or other payment satisfactory to the holders of Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the Holders of the Notes or to the Trustee. For purposes of this Article 1312, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other entity corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 13 12 with respect to the Notes to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new entitycorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are not assumed by the Company or the new entitycorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person corporation or the liquidation or dissolution of the Company following the conveyance, transfer, sale, conveyance, lease or transfer other disposition of all its property as an entirety, or substantially all its property as an entirety, to another Person corporation upon the terms and conditions provided for in Article 11 5 shall not be deemed a dissolution, winding-up, liquidation or dissolution or reorganization for the purposes of this Section 13.02 12.02 if such other Person corporation shall, as a part of such consolidation, merger, conveyance, transfer, sale, conveyance, lease or transferother disposition, comply with the conditions stated in Article 115. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Notes Holders in respect of the principal of of, premium, if any, or interest on the Notes by the Company (including, but not limited to, the Fundamental Change Repurchase Price in accordance with Article 15, but excluding the settlement of the Conversion Obligation in accordance with Article 14Purchase Price), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05 12.05, until all Senior Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of such acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoingprovisions of this Article 12, shall be received by the Trustee or any of the Holders of the Notes before all Senior Debt is paid in full, in cash or other payment satisfactory to the holders of Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in this Section 13.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 6.05 and 7.06. This Section 13.02 shall be subject to the further provisions of Sections 13.05 and 13.06.

Payment to Holders. No The holders of Credit Facility Indebtedness will be entitled to receive payment shall in full in cash of all obligations due in respect of Credit Facility Indebtedness (including without limitation, interest after the commencement of any bankruptcy, reorganization, insolvency, receivership or similar proceeding) before the holders of Notes will be made entitled to receive any cash payment or distribution of the assets of the Company of any kind or character with respect to the principal notes, in the event of any distribution to the Company’s creditors (each of the following, an “Insolvency Proceeding”): (i) in a liquidation, winding up or interest on dissolution of the Company (whether voluntary or involuntary); (ii) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property; (iii) in an assignment for the benefit of creditors; or (iv) in any marshaling of the Company’s assets and liabilities. In addition, except as otherwise permitted hereunder, the Company shall not make any cash payment or distribution of the assets of the Company of any kind or character in respect of the Notes (including, but not limited to, the Fundamental Change Repurchase Price in accordance with Article 15, but excluding the settlement of the Conversion Obligation in accordance with Article 14), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05, if: (i) a default in the payment of principal, premium, interest or other amounts due on any Senior DebtCredit Facility Indebtedness, or in respect of any redemption or repurchase obligation under any Senior DebtCredit Facility Indebtedness, occurs and is continuing (or, in the case of Senior Debt Credit Facility Indebtedness for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior DebtCredit Facility Indebtedness) (a “Payment Default”); or (ii) a default, other than a Payment Default, on any Senior Debt Credit Facility Indebtedness occurs and is continuing that then permits holders of such Senior Debt Credit Facility Indebtedness (or any Representative) to accelerate its maturity (a “Non-Payment Default”) and a Responsible Officer of the Trustee receives at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative the holders of Senior Debtsuch Credit Facility Indebtedness (or any Representative). Notwithstanding the foregoing, following the delivery of a Payment Blockage Notice to a Responsible Officer of the Trustee, no new Payment Blockage Notice may be delivered and no new period of payment blockage with respect to the Notes may begin until both (i) 360 consecutive days have elapsed since the Company’s receipt of the first Payment Blockage Notice and (ii) all regularly scheduled payments of principal of and interest (non-default) amounts, if any, with respect to the Notes that have come due have been paid satisfied in full in cashfull. No default Non-Payment Default that existed or was continuing on the date of delivery to the Trustee of any Payment Blockage Notice with respect by a holder of Credit Facility Indebtedness to the Senior Debt whose holders delivered the Payment Blockage Notice may Trustee will be, or be made made, the basis of for a subsequent Payment Blockage Notice by such holder of Credit Facility Indebtedness. A Payment Blockage Notice sent by one holder of Credit Facility Indebtedness does not affect or impair the holders right of such Senior Debt, whether or not within another holder of Credit Facility Indebtedness to send a period of 360 consecutive daysPayment Blockage Notice. The Company may and shall resume payments on the Notes upon: (i) in the case of a Payment Default, the date upon which the such default is cured or waived or ceases to existwaived, and (ii) in the case of a Non-Payment Default, on the earlier to occur of (A) the date on which such default Non-Payment Default is cured (to the extent that a cure right exists under the terms of such Credit Facility Indebtedness) or waived or otherwise ceases to existwaived, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received unless the maturity of such Senior Debt Credit Facility Indebtedness has been accelerated, in which case no payment or distribution may be made on the Notes until such default is cured or waived waived, or such Senior Debt Credit Facility Indebtedness is discharged or paid in full. In the event of any distribution to creditors of the Company: (i) in any liquidation or dissolution of the Company (whether voluntary or involuntary); (ii) in bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property; (iii) in an assignment for the benefit of creditors; or (iv) in any marshaling of the Company’s assets and liabilities, all amounts due or to become due upon all Senior Debt shall first be paid in full in cash, or other payments satisfactory to the holders of Senior Debt before any payment of cash, property or securities (subject to Section 13.06) is made on account of the principal of or interest on the Notes as set forth above (except, to the extent required by applicable law, payments made pursuant to Article 3 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such events set forth in (i)-(iv) above), to which the Holders of the Notes or the Trustee would be entitled, except for the provision of this Article 13, shall (except as aforesaid) be paid by the Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full in cash, or other payment satisfactory to the holders of Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the Holders of the Notes or to the Trustee. For purposes of this Article 13, the words, “cash, property cash payment or securitiesdistribution of the assets of the Company” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 13 with respect to the Notes to the payment of all Senior Debt Credit Facility Indebtedness which may at the time be outstanding; provided that (i) the Senior Debt Credit Facility Indebtedness is assumed by the new entity, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt Credit Facility Indebtedness (other than leases which are not assumed by the Company or the new entity, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale, conveyance, lease or transfer of all or substantially all its property to another Person upon the terms and conditions provided for in Article 11 shall not be deemed a liquidation or dissolution or reorganization for the purposes of this Section 13.02 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, lease or transfer, comply with the conditions stated in Article 11. In the event If payment of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Notes in respect of the principal of or interest on the Notes (including, but not limited tois accelerated due to an Event of Default under the Notes or the Holders have the right to require the Company to repurchase all or a portion of their Notes upon the occurrence of a Fundamental Change, the Trustee shall promptly notify the Representative of such acceleration or Fundamental Change. If any such Fundamental Change Repurchase Price occurs while any Credit Facility Indebtedness is outstanding, payments of amounts with respect to the Notes (other than cash payments in accordance with Article 15, but excluding the settlement lieu of fractional shares of Common Stock) may be delayed or blocked if a Payment Blockage Notice is then in effect as a result of such Fundamental Change or otherwise. If any such acceleration of the Conversion Obligation Notes occurs while any Credit Facility Indebtedness is outstanding, the Company may not make cash payments or distributions of the assets of the Company of any kind or character of amounts due with respect to the Notes (other than cash payments in accordance with Article 14), except payments and distributions made by the Trustee as permitted by the first or second paragraph lieu of Section 13.05 fractional shares of Common Stock) until all Senior Debt Credit Facility Indebtedness has been paid in full in cash or (except as to any portion of the Credit Facility Indebtedness, with respect to which such holder of that portion of the Credit Facility Indebtedness has received other payment satisfactory to, and agreed to the holders by, such holder of Senior Debt Credit Facility Indebtedness in writing) or until such acceleration of the Notes is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of DefaultIndenture (subject to any Payment Default or Payment Blockage Notice, the Company shall promptly notify holders of Senior Debt of such accelerationif any, that may then be in effect). In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, (including, without limitation, by way character in respect of setoff or otherwise)the Notes, prohibited by the foregoing, shall be received by the Trustee or the Holders of the Notes before all Senior Debt Credit Facility Indebtedness is paid in full, in cash or other payment satisfactory to the holders of Senior DebtCredit Facility Indebtedness, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior DebtCredit Facility Indebtedness, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt Credit Facility Indebtedness remaining unpaid to the extent necessary to pay all Senior Debt Credit Facility Indebtedness in full, in cash or other payment satisfactory to the holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtCredit Facility Indebtedness. Nothing in this Section 13.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 6.05 and 7.06. This Section 13.02 shall be subject to the further provisions of Sections 13.05 and 13.06.

Payment to Holders. No payment payments shall be made with respect to the principal of or Accreted Value of, or premium, if any, or interest on the Notes by the Company (including, but not limited to, the Fundamental Mandatory Redemption Price and the Change Repurchase Price in accordance with Article 15, but excluding the settlement of the Conversion Obligation in accordance with Article 14Control Payment), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.0511.5, if: (i) a default in the payment of principal, premium, interest interest, or rent or other amounts obligations due on any Senior Debt, or in respect Debt of any redemption or repurchase obligation under any Senior Debt, occurs the Company has occurred and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event (including upon acceleration of such Senior Debt) or a default that in payment of any other obligation with respect to the Senior Debt continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt) (a “Payment Default”), unless and until such default shall have been cured or waived or shall have ceased to exist; or (ii) a default, default (other than a Payment Default, default described in clause (i) of this Section 11.4) on any Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt (or any Representative) to accelerate its maturity and the Holders (or their trustee, if any) receives a “Non-Payment Default”) and a Responsible Officer of the Trustee receives at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”"PAYMENT BLOCKAGE NOTICE") from a representative of Designated Senior Debt or the Company Company. If the Holders (or a Representative of Senior Debt. Notwithstanding the foregoingtheir trustee, following the delivery of a if any) receives any Payment Blockage Notice pursuant to a Responsible Officer of the Trusteeclause (ii) above, no new subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section 11.4 unless and no new period of payment blockage with respect to the Notes may begin until both (i) at least 360 consecutive days shall have elapsed since the Company’s receipt initial effectiveness of the first immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal of and interest with respect to the Notes that have come due have been paid in full in cashNotice. No default that existed or was continuing on the date of delivery to the Trustee of any Payment Blockage Notice with respect to the Senior Debt whose holders delivered the Payment Blockage Notice may Holders (or their trustee, if any) (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made made, the basis of for a subsequent Payment Blockage Notice by the holders of such Senior Debt, whether or not within a period of 360 consecutive daysNotice. The Company may and shall resume payments on and distributions in respect of the Notes uponupon the earlier of: (i1) in the case of a Payment Defaultdefault described in clause (i) of this Section 11.4, the date upon which the default is cured or waived or ceases ceased to exist, andor (ii2) in the case of a Non-Payment Defaultdefault referred to in clause (ii) of this Section 11.4 above, on the earlier to occur of (A) the date on which such default is cured or waived or otherwise ceases to exist, exist or (B) 179 days after the date on which the applicable Payment Blockage Notice is received unless if the maturity of such Senior Debt has not been accelerated, in which case no unless this Article 11 otherwise prohibits the payment or distribution may be made on at the Notes until such default is cured or waived or such Senior Debt is discharged or paid in full. In the event time of any distribution to creditors of the Company: (i) in any liquidation or dissolution of the Company (whether voluntary or involuntary); (ii) in bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property; (iii) in an assignment for the benefit of creditors; or (iv) in any marshaling of the Company’s assets and liabilities, all amounts due or to become due upon all Senior Debt shall first be paid in full in cash, or other payments satisfactory to the holders of Senior Debt before any payment of cash, property or securities (subject to Section 13.06) is made on account of the principal of or interest on the Notes as set forth above (except, to the extent required by applicable law, payments made pursuant to Article 3 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such events set forth in (i)-(iv) above), to which the Holders of the Notes or the Trustee would be entitled, except for the provision of this Article 13, shall (except as aforesaid) be paid by the Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full in cash, or other payment satisfactory to the holders of Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the Holders of the Notes or to the Trustee. For purposes of this Article 13, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 13 with respect to the Notes to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new entity, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are not assumed by the Company or the new entity, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale, conveyance, lease or transfer of all or substantially all its property to another Person upon the terms and conditions provided for in Article 11 shall not be deemed a liquidation or dissolution or reorganization for the purposes of this Section 13.02 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, lease or transfer, comply with the conditions stated in Article 11. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Notes in respect of the principal of or interest on the Notes (including, but not limited to, the Fundamental Change Repurchase Price in accordance with Article 15, but excluding the settlement of the Conversion Obligation in accordance with Article 14), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05 until all Senior Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of such acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Notes before all Senior Debt is paid in full, in cash or other payment satisfactory to the holders of Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in this Section 13.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 6.05 and 7.06. This Section 13.02 shall be subject to the further provisions of Sections 13.05 and 13.06.

Payment to Holders. No payment shall be made with respect to the principal of of, or premium, if any, interest and Contingent Interest, if any, on the Notes Securities (including, but not limited to, the Fundamental Change Redemption Price, Repurchase Price in accordance with Article 15and Designated Event Purchase Price), but excluding the settlement and no redemption, repurchase or other acquisition of the Conversion Obligation Securities shall occur and no deposit shall be made pursuant to Article 9 at a time when such deposited amounts would not otherwise be permitted under this Article 11 in accordance with Article 14), except payments and distributions made by respect of the Trustee as permitted by the first or second paragraph conversion of Section 13.05, Securities if: (ia) a default in the payment of principal, premium, interest or other amounts due on any Senior Debt, or in respect of any redemption or repurchase obligation under any Senior Debt, Debt occurs and is continuing and the Trustee receives notice of such default (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt) (a “Payment Default”), unless and until such default shall have been cured or waived by the appropriate holders of the Senior Debt or shall have ceased to exist; or (iib) a default, other than a Payment Defaultpayment default, on any Senior Debt occurs and is continuing that then permits holders of such Senior Debt to accelerate the maturity of all or any portion of such Senior Debt (or any Representative) would permit such holders to so accelerate its maturity (a “Non-Payment Default”with the giving of notice or the passage of time or both) and a Responsible Officer of the Trustee receives at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative or holder of such Senior DebtDebt or the Company. Notwithstanding Subject to the foregoingprovisions of Section 11.05, following if the delivery of a Trustee receives any Payment Blockage Notice pursuant to a Responsible Officer of the Trusteeclause (b) above, no new subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and no new period of payment blockage with respect to the Notes may begin until both (i) 360 consecutive at least 365 days shall have elapsed since the Company’s receipt of the first immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal of and interest with respect to the Notes that have come due have been paid in full in cashNotice. No nonpayment default that existed or was continuing on the date of delivery to the Trustee of any Payment Blockage Notice with respect to the Senior Debt whose holders delivered the Payment Blockage Notice may Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made made, the basis of for a subsequent Payment Blockage Notice by the holders of such Senior DebtNotice, whether or not within a period of 360 365 consecutive days. The Unless this Article 11 otherwise prohibits payments on or distributions in respect of the Securities at the time of such payments or distributions, the Company may and shall resume such payments on the Notes uponSecurities: (iA) in the case of a Payment Defaultdefault referred to in clause (a) above, on the date upon which the default is cured or waived by the requisite holders of Senior Debt or otherwise ceases to exist, andor (iiB) in the case of a Non-Payment Defaultdefault referred to in clause (b) above, on the earlier earliest to occur of (Ai) the date on which such default is cured or waived or otherwise ceases to exist, or (Bii) 179 days after the date on which the applicable Payment Blockage Notice is received unless received, and (iii) the date such payment blockage period shall have been terminated by written notice to the Company or the Trustee from the Person initiating such payment blockage period; provided, that if the maturity of such Senior Debt has been accelerated, in which case accelerated no payment or distribution may be made on the Notes Securities until such default is cured or waived or such Senior Debt is discharged or paid in full. In Upon any payment by the event Company, or distribution of assets of the Company of any distribution kind or character, whether in cash, property or securities, to creditors of the Company: (i) in upon any dissolution or winding-up or liquidation or dissolution reorganization of the Company (whether voluntary or involuntary); (ii) or in bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property; (iii) in an assignment for the benefit of creditors; or (iv) in any marshaling of the Company’s assets and liabilitiesproceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full in cash, or other payments payment satisfactory to the holders of Senior Debt Debt, before any payment of cash, property or securities (subject to Section 13.06) is made on account of the principal of of, premium, if any, interest or interest Contingent Interest, if any, on the Notes as set forth above Securities (exceptincluding, to but not limited to, the extent required Redemption Price, Repurchase Price or Designated Event Purchase Price); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by applicable lawthe Company, payments made pursuant to Article 3 from monies deposited with or distribution of assets of the Trustee pursuant thereto prior to commencement Company of proceedings for such events set forth any kind or character, whether in (i)-(iv) above)cash, property or securities, to which the Holders of the Notes or the Trustee would be entitled, except for the provision of this Article 1311, shall (except as aforesaid) be paid by the Company, Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise required by law or a court order) or their representative Representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issuedRepresentatives, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full in cash, or other payment satisfactory to the holders of Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the Holders of the Notes or to the Trustee. For purposes of this Article 1311, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other entity corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 13 11 with respect to the Notes Securities to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new entitycorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are not assumed by the Company or the new entitycorporation, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person corporation or the liquidation or dissolution of the Company following the conveyance, transfer, sale, conveyance, lease or transfer other disposition of all its property as an entirety, or substantially all its property as an entirety, to another Person corporation upon the terms and conditions provided for in Article 11 6 shall not be deemed a dissolution, winding-up, liquidation or dissolution or reorganization for the purposes of this Section 13.02 11.02 if such other Person corporation shall, as a part of such consolidation, merger, conveyance, transfer, sale, conveyance, lease or transferother disposition, comply with the conditions stated in Article 116. In the event of the acceleration of the Notes Securities because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Notes Holders in respect of the principal of of, premium, if any, interest or interest Contingent Interest, if any, on the Notes Securities by the Company (including, but not limited to, the Fundamental Change Redemption Price, Repurchase Price in accordance with Article 15, but excluding the settlement of the Conversion Obligation in accordance with Article 14or Designated Event Purchase Price), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05 11.05, until all Senior Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes Securities is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of such acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoingprovisions of this Article 11, shall be received by the Trustee or any of the Holders of the Notes before all Senior Debt is paid in full, in cash or other payment satisfactory to the holders of Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in this Section 13.02 11.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 6.05 and 7.06Section 8.07. This Section 13.02 11.02 shall be subject to the further provisions of Sections 13.05 and 13.06Section 11.05.

Payment to Holders. No payment shall be made with respect to the principal of or interest on the Notes (including, but not limited to, the Fundamental Change Repurchase Price in accordance with Article 1515 and any cash payable upon conversion if the Company elects Cash Settlement or Combination Settlement, but excluding the settlement of the Conversion Obligation by means of Physical Settlement in accordance with Article 1414 (and cash payable in lieu of delivering any fractional share of Common Stock issuable upon conversion pursuant to Section 14.02(j)), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05, if: (i) a default in the payment of principal, premium, interest or other amounts due on any Senior Debt, or in including respect of any redemption or repurchase obligation under any Senior Debt, occurs and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt) (a “Payment Default”); or (ii) a default, other than a Payment Default, on any Designated Senior Debt occurs and is continuing that then permits holders of such Designated Senior Debt (or any Representative) to accelerate its maturity (a “Non-Payment Default”) and a Responsible Officer of the Trustee receives shall have received at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative of such Designated Senior Debt. Notwithstanding the foregoing, following the delivery of a Payment Blockage Notice to a Responsible Officer of the Trustee, no new Payment Blockage Notice may be delivered and no new period of payment blockage with respect to the Notes may begin until both (i) 360 365 consecutive days have elapsed since the Company’s receipt of the first Payment Blockage Notice and (ii) all scheduled payments of principal of and interest with respect to the Notes that have come due have been paid in full in cashcash or amounts due upon conversion have been paid or delivered pursuant to Article 14. No default that existed or was continuing on the date of delivery to the Trustee of any Payment Blockage Notice with respect to the Senior Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the holders of such Senior Debt, whether or not within a period of 360 365 consecutive days. The Company may and shall resume payments on the Notes upon: (i) in the case of a Payment Default, the date upon which the default is cured or waived or ceases to exist, and (ii) in the case of a Non-Payment Default, on the earlier to occur of (A) the date on which such default is cured or waived or otherwise ceases to exist, or (B) 179 days after the date on which the applicable Payment Blockage Notice is received unless the maturity of such Designated Senior Debt has been accelerated, in which case no payment or distribution may be made on the Notes until such default is cured or waived or such Designated Senior Debt is discharged or paid in full. In the event of any distribution to creditors of the Company: (iA) in any liquidation or dissolution of the Company (whether voluntary or involuntary); (iiB) in bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property; (iiiC) in an assignment for the benefit of creditors; or (ivD) in any marshaling of the Company’s assets and liabilities, all amounts due or to become due upon all Senior Debt shall first be paid in full in cash, or other payments satisfactory to the holders of Senior Debt before any payment of cash, property or securities (subject to Section 13.0613.05) is made on account of the principal of or interest on the Notes or amounts payable in cash due upon conversion (other than cash payable in lieu of delivering fractional shares of Common Stock) as set forth above (except, to the extent required by applicable law, payments made pursuant to Article 3 from monies deposited with the Trustee pursuant thereto prior to commencement of proceedings for such events set forth in (i)-(ivA)-(D) above), to which the Holders of the Notes or the Trustee would be entitled, except for the provision of this Article 13Section 13.02, shall (except as aforesaid) be paid by the Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full in cash, or other payment satisfactory to the holders of Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the Holders of the Notes or to the Trustee. For purposes of this Article 13Section 13.02, the words, “cash, property or securities” shall not be deemed to include shares of stock or warrants to purchase shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 13 Section 13.02 with respect to the Notes to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new entity, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are not assumed by the Company or the new entity, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale, conveyance, lease or transfer of all or substantially all its property to another Person upon the terms and conditions provided for in Article 11 shall not be deemed a liquidation or dissolution or reorganization for the purposes of this Section 13.02 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, lease or transfer, comply with the conditions stated in Article 11. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Notes in respect of the principal of or interest on the Notes (including, but not limited to, the Fundamental Change Repurchase Price in accordance with Article 15, but excluding the settlement of the Conversion Obligation by means of Physical Settlement in accordance with Article 1414 (and cash payable in lieu of delivering any fractional share of Common Stock issuable upon conversion pursuant to Section 14.02(j)), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05 until all Senior Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of such acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Notes before all Senior Debt is paid in full, in cash or other payment satisfactory to the holders of Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in this Section 13.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 6.05 and 7.06. This Section 13.02 shall be subject to the further provisions of Sections 13.05 and 13.06Section 13.05.

Payment to Holders. No payment (a) (i) The Company shall not (A) pay (whether through payment, prepayment, purchase, repurchase, redemption, defeasance or otherwise) all or any portion of the principal, Accreted Value (as defined in the Indenture) of, or premium on the Subordinated Debt or (B) pay any Repurchase Price or Redemption Price, (ii) no prepayment, purchase, repurchase, redemption or other acquisition of the Subordinated Debt shall occur, (iii) no deposit in respect of any of the foregoing shall be made under the Indenture, and (iv) the Subordinated Creditor and Holders shall not receive or accept (by way of set-off or otherwise) any payments in respect of any of the foregoing, prior to the payment in full of all Senior Debt. Nothing in this clause (a) shall prohibit the payment of Extension Fees, Liquidated Damages, Share Delivery Damages (each as required by and defined in the Indenture) and/or liquidated damages or penalties of similar nature required by the Subordinated Note Documents (collectively, the “Restricted Indenture Payments”) up to a maximum aggregate amount of $1,000,000 during the term of this Agreement and (ii) cash in respect of fractional shares upon conversion (together with the Restricted Indenture Payments, collectively, the “Specified Payments”). For the avoidance of doubt, until the Senior Debt has been paid in full no Restricted Indenture Payment shall be made if such Restricted Indenture Payments, collectively with Restricted Indenture Payments already paid, in the aggregate would exceed $1,000,000, and all such Restricted Indenture Payments shall be subject to this Section 3(a). (b) The Company shall not make any payment of any other kind or character on or with respect to the principal of or interest on the Notes Subordinated Debt (including, but not limited to, the Fundamental Change Repurchase Price in accordance with Article 15, but excluding the settlement any of the Conversion Obligation in accordance with Article 14Specified Payments), except payments and distributions no deposit shall be made by under the Trustee as Indenture in respect of the Subordinated Debt at a time when such deposited amounts would not otherwise be permitted by under this Agreement in respect of the first or second paragraph conversion of Section 13.05, the Subordinated Debt if: (i) a default in the payment of principal, premium, interest or other amounts due on any Senior Debt, or in respect of any redemption or repurchase obligation under any Senior Debt, Debt occurs and is continuing (orcontinuing, in unless and until such default shall have been cured or waived by the case appropriate holders of the Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt) (a “Payment Default”)shall have ceased to exist; or (ii) a default, other than a Payment Defaultpayment default, on any Senior Debt occurs and is continuing that then permits holders of such Senior Debt to accelerate the maturity of all or any portion of such Senior Debt (or any Representative) would permit such holders to so accelerate its maturity (a “Non-Payment Default”with the giving of notice or the passage of time or both) and the Subordinated Creditor receives a Responsible Officer of the Trustee receives at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from the Company a Senior Creditor or a Representative of Senior Debt. Notwithstanding the foregoing, following the delivery of a Payment Blockage Notice to a Responsible Officer of the Trustee, no new Payment Blockage Notice may be delivered and no new period of payment blockage with respect to the Notes may begin until both (i) 360 consecutive days have elapsed since the Company’s receipt ; provided that the Subordinated Creditor shall not be prohibited from receiving payments on the Subordinated Debt by operation of the first Payment Blockage Notice and (iiSection 3(b)(ii) all scheduled payments for more than an aggregate of principal of and interest with respect to the Notes that have come due have been paid in full in cash179 days within any 360 day period. No nonpayment default that existed or was continuing on the date of delivery to the Trustee of any Payment Blockage Notice with respect to the Senior Debt whose holders delivered the Payment Blockage Notice may Subordinated Creditor (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made made, the basis of for a subsequent Payment Blockage Notice by the holders of such Senior DebtNotice, whether or not within a period of 360 consecutive days. The This Section 3(b) shall be subject to the further provisions of Section 9 below. (c) Unless this Agreement otherwise prohibits payments on or distributions in respect of the Subordinated Debt at the time of such payments or distributions, the Company may and shall resume such payments on the Notes uponSubordinated Debt: (i) in the case of a Payment Defaultdefault referred to in clause (b)(i) above, on the date upon which the default is cured or waived by the requisite holders of Senior Debt or otherwise ceases to exist, andor (ii) in the case of a Non-Payment Defaultdefault referred to in clause (b)(ii) above, on the earlier earliest to occur of (Ai) the date on which such default is cured or waived or otherwise ceases to exist, or (Bii) 179 days after the date on which the applicable Payment Blockage Notice is received unless by the Subordinated Creditor, and (iii) the date such payment blockage period shall have been terminated by written notice to the Company or the Subordinated Creditor from the Senior Creditor; provided, that if the maturity of such Senior Debt has been accelerated, in which case accelerated no payment or distribution may be made on the Notes Subordinated Debt until such default is cured or waived or such Senior Debt is discharged or paid in full. In . (d) Upon any payment by the event Company, or distribution of assets of the Company of any distribution kind or character, whether in cash, property or securities, to creditors of the Company: (i) in upon any dissolution or winding-up or liquidation or dissolution reorganization of the Company (whether voluntary or involuntary); (ii) or in bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property; (iii) in an assignment for the benefit of creditors; or (iv) in any marshaling of the Company’s assets and liabilitiesproceedings, all amounts due or to become due upon all Senior Debt shall first be paid in full in cash, or other payments payment satisfactory to the holders of Senior Debt Creditor, before any payment of cash, property or securities (subject to Section 13.06) is made on account of the principal of of, or interest premium, if any, on the Notes as set forth above Subordinated Debt (exceptincluding, to but not limited to, the extent required Redemption Price or Repurchase Price); and upon any such dissolution or winding-up or liquidation or reorganization of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by applicable lawthe Company, payments made pursuant to Article 3 from monies deposited with or distribution of assets of the Trustee pursuant thereto prior to commencement Company of proceedings for such events set forth any kind or character, whether in (i)-(iv) above)cash, property or securities, to which the Holders of the Notes or the Trustee Subordinated Creditor would be entitled, except for the provision of this Article 13entitled (other than Permitted Junior Securities), shall (except as aforesaid) be paid by the Company, Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders or by the Trustee Subordinated Creditor under this the Indenture if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issued, as their respective interests may appearDebt, to the extent necessary to pay all Senior Debt in full in cash, or other payment satisfactory to the holders of Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution is made to the Holders of the Notes or to the Trustee. For Subordinated Creditor. (e) As used herein, the term “Permitted Junior Securities” means, for purposes of this Article 13Agreement, so long as the words, “cash, property effect of any exclusion employing this definition is not to cause the Subordinated Debt to be treated in any case or securities” shall not be deemed to include shares of stock proceeding or similar event described in this Section 3 as part of the Company same class of claims as reorganized or readjusted, or securities of the Company or any other entity provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 13 with respect to the Notes to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new entity, if any, resulting from or any reorganization or readjustment, and (ii) the rights class of the holders of Senior Debt (other than leases which are not assumed by the Company or the new entity, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company claims pari passu with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale, conveyance, lease or transfer of all or substantially all its property to another Person upon the terms and conditions provided for in Article 11 shall not be deemed a liquidation or dissolution or reorganization for the purposes of this Section 13.02 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, lease or transfer, comply with the conditions stated in Article 11. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Notes in respect of the principal of or interest on the Notes (including, but not limited senior to, the Fundamental Change Repurchase Price in accordance with Article 15Senior Debt, but excluding the settlement of the Conversion Obligation in accordance with Article 14), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05 until all Senior Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of such acceleration. In the event that, notwithstanding the foregoing provisions, for any payment or distribution of assets of the Company of any kind or character, (including, without limitation, by way of setoff or otherwisedistribution), prohibited by the foregoing, shall be received by the Trustee or the Holders of the Notes before all Senior Debt is paid in full, in cash or other payment satisfactory to the holders of Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt or their Representative or Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in this Section 13.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 6.05 and 7.06. This Section 13.02 shall be subject to the further provisions of Sections 13.05 and 13.06.,

Payment to Holders. No payment shall be made with respect to the principal of of, or premium, if any, interest and Additional Amounts, if any, on the Notes (including, but not limited to, the Fundamental Change Repurchase Price redemption price with respect to the Notes called for redemption in accordance with Article 153 hereof), but excluding the settlement and no redemption, repurchase or retirement of the Conversion Obligation in accordance with Article 14), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05, Notes shall occur if: (ia) a default in the payment of principal, premium, interest interest, Additional Amount or other amounts obligations due on any Senior Debt, or in respect of any redemption or repurchase obligation under any Senior Debt, First Lien Secured Debt occurs and is continuing (or, in the case of Senior First Lien Secured Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the First Lien Note Indenture or other instrument or lease evidencing such Senior First Lien Secured Debt) (a “Payment Default”), unless and until such default shall have been cured or waived by the appropriate holders of the First Lien Secured Debt or shall have ceased to exist; or (iib) a default, other than a Payment Defaultpayment default, on any Senior First Lien Secured Debt occurs and is continuing that then permits holders of such Senior First Lien Secured Debt to accelerate the maturity of all or any portion of such First Lien Secured Debt (or any Representative) would permit such holders to so accelerate its maturity (a “Non-Payment Default”with the giving of notice or the passage of time or both) and a Responsible Officer of the Trustee receives at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from a Debt Representative or holder of such First Lien Secured Debt or the Company or a Representative Issuer. Subject to the provisions of Senior Debt. Notwithstanding Section 12.05, if the foregoing, following the delivery of a Trustee receives any Payment Blockage Notice pursuant to a Responsible Officer of the Trusteeclause (b) above, no new subsequent Payment Blockage Notice may shall be delivered effective for purposes of this Section unless and no new period of payment blockage with respect to the Notes may begin until both (i) at least 360 consecutive days shall have elapsed since the Company’s receipt initial effectiveness of the first immediately prior Payment Blockage Notice and (ii) all scheduled payments of principal of and interest with respect to the Notes that have come due have been paid in full in cashNotice. No nonpayment default that existed or was continuing on the date of delivery to the Trustee of any Payment Blockage Notice with respect to the Senior Debt whose holders delivered the Payment Blockage Notice may Trustee (unless such default was waived, cured or otherwise ceased to exist and thereafter subsequently reoccurred) shall be, or be made made, the basis of for a subsequent Payment Blockage Notice by the holders of such Senior DebtNotice, whether or not within a period of 360 consecutive days. The Company Unless this Article 12 otherwise prohibits payments on or distributions in respect of the Notes at the time of such payments or distributions, the Issuer may and shall resume such payments on the Notes uponand distributions: (iA) in the case of a Payment Defaultdefault referred to in clause (a) above, the date upon which the default is cured or waived by the requisite holders of First Lien Secured Debt or otherwise ceases to exist, andor (iiB) in the case of a Non-Payment Defaultdefault referred to in clause (b) above, on the earlier earliest to occur of (Ai) the date on which such default is cured or waived or otherwise ceases to existexist or such First Lien Secured Debt is discharged or paid in full, or (B) 179 ii)179 days pass after the date on which the applicable Payment Blockage Notice is received unless received, and (iii) such payment blockage period shall have been terminated by written notice to the Issuer or the Trustee from the Person initiating such payment blockage period, if the maturity of such Senior First Lien Secured Debt has not been accelerated. Upon any payment by the Issuer or any Guarantor, in which case no payment or distribution may be made on of assets of the Notes until such default is cured Issuer or waived or such Senior Debt is discharged or paid in full. In the event any Guarantor of any distribution kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company: (i) in Issuer or any liquidation or dissolution of the Company Guarantor (whether voluntary or involuntary); (ii) or in bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property; (iii) in an assignment for the benefit of creditors; or (iv) in any marshaling of the Company’s assets and liabilitiesproceedings, all amounts due or to become due upon all Senior First Lien Secured Debt shall first be paid in full in cash, or other payments payment satisfactory to the holders of Senior First Lien Secured Debt before any payment of cash, property or securities (subject to Section 13.06) is made on account of the principal of of, premium, if any, interest or interest Additional Amounts, if any, on the Notes as set forth above (exceptincluding, but not limited to, the redemption price with respect to the extent required by applicable law, payments made pursuant to Notes called for redemption in accordance with Article 3 from monies deposited with hereof); and upon any such dissolution or winding-up or liquidation or reorganization of the Trustee pursuant thereto prior to commencement Issuer or any Guarantor or bankruptcy, insolvency, receivership or other proceeding, any payment by the Issuer or any Guarantor, or distribution of proceedings for such events set forth assets of the Issuer or any Guarantor of any kind or character, whether in (i)-(iv) above)cash, property or securities, to which the Holders of the Notes or the Trustee would be entitled, except for the provision of this Article 1312, shall (except as aforesaid) be paid by the Company, Issuer or such Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the Holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior First Lien Secured Debt (pro rata to such holders on the basis of the respective amounts of Senior First Lien Secured Debt held by such holders, or as otherwise required by law or a court order) or their representative Debt Representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt may have been issuedRepresentatives, as their respective interests may appear, to the extent necessary to pay all Senior First Lien Secured Debt in full in cash, or other payment satisfactory to the holders of Senior First Lien Secured Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior First Lien Secured Debt, before any payment or distribution is made to the Holders of the Notes or to the Trustee. For purposes of this Article 1312, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company Issuer or any Guarantor as reorganized or readjusted, or securities of the Company Issuer or any Guarantor or any other entity corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 13 12 with respect to the Notes to the payment of all Senior First Lien Secured Debt which may at the time be outstanding; provided that (i) the Senior First Lien Secured Debt is assumed by the new entitycorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior First Lien Secured Debt (other than leases which are not assumed by the Company or the new entity, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale, conveyance, lease or transfer of all or substantially all its property to another Person upon the terms and conditions provided for in Article 11 shall not be deemed a liquidation or dissolution or reorganization for the purposes of this Section 13.02 if such other Person shall, as a part of such consolidation, merger, sale, conveyance, lease or transfer, comply with the conditions stated in Article 11. In the event of the acceleration of the Notes because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Notes Holders in respect of the principal of of, premium, if any, interest or interest Additional Amounts, if any, on the Notes by the Issuer or any Guarantor (including, but not limited to, the Fundamental Change Repurchase Price redemption price with respect to the Notes called for redemption in accordance with Article 15, but excluding the settlement of the Conversion Obligation in accordance with Article 143 hereof), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05 12.05, until all Senior First Lien Secured Debt has been paid in full in cash or other payment satisfactory to the holders of Senior First Lien Secured Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company Issuer shall promptly notify holders of Senior First Lien Secured Debt of such acceleration. In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company Issuer or any Guarantor of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoingprovisions of this Article 12, shall be received by the Trustee or any of the Holders of the Notes before all Senior First Lien Secured Debt is paid in full, in cash or other payment satisfactory to the holders of Senior First Lien Secured Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of Senior First Lien Secured Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior First Lien Secured Debt or their Debt Representative or Debt Representatives, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, in cash or other payment satisfactory to the holders of Senior Debt or their Representative, after giving effect to any concurrent payment or distribution to or for the holders of such Senior DebtIssuer. Nothing in this Section 13.02 12.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 6.05 and 7.06Section 7.07 hereof. This Section 13.02 12.02 shall be subject to the further provisions of Sections 13.05 and 13.06Section 12.05 hereof.

Payment to Holders. (i) No payment shall be made with respect to the principal of of, or premium, if any, or interest on the Notes this Note if (including, but not limited to, the Fundamental Change Repurchase Price in accordance with Article 15, but excluding the settlement of the Conversion Obligation in accordance with Article 14), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05, if: (iA) a default in the payment of principal, premium, if any, interest or other amounts obligations due on any Senior Debt, or in respect of any redemption or repurchase obligation under any Senior Debt, Debt occurs and is continuing (or, in the case of Senior Debt for which there is a period of grace, in the event of such a default that continues beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Debt) (including a default set forth in Sections 6.01(a) and 6.01(b) of each indenture pursuant to which the Senior Debt was issued) (a “Payment Default”); or , unless and until such default shall have been cured or waived or shall have ceased to exist or the obligations in respect of the Senior Debt are paid in full in cash or other payment satisfactory to the holders of Senior Debt or (iiB) a default, other than the Company’s receipt of a Payment Default, on any Senior Debt occurs and is continuing that then permits holders of such Senior Debt Blockage Notice (or any Representativeas defined in the Existing Notes Indenture) to accelerate its maturity (a “Non-Payment Default”) and a Responsible Officer of the Trustee receives at the Corporate Trust Office a written notice of the default (a “Payment Blockage Notice”) from the Company or a Representative of Senior Debt. Notwithstanding the foregoing, following the delivery of a Payment Blockage Notice to a Responsible Officer of the Trustee, no new Payment Blockage Notice may be delivered and no new period of payment blockage with respect to the Notes may begin until both (i) 360 consecutive days have elapsed since the Company’s receipt of the first Payment Blockage Notice and ). (ii) all scheduled payments of principal of and interest with respect to the Notes that have come due have been paid in full in cash. No default that existed or was continuing on the date of delivery to the Trustee of any Payment Blockage Notice with respect to the Senior Debt whose holders delivered the Payment Blockage Notice may be made the basis of a subsequent Payment Blockage Notice by the holders of such Senior Debt, whether or not within a period of 360 consecutive days. The Company may and shall resume payments on the Notes upon: (i) in In the case of a Payment Default, the Company may and shall resume payments on and distributions in respect of this Note upon the earlier of the date upon which the default Payment Default is cured or waived or ceases to exist, and (ii) in or unless this Section 5 otherwise prohibits the payment or distribution at such time. In the case of a Non-Payment Default, the Company may and shall resume payments on and distributions in respect of the New Notes upon the earlier to occur of (A) the date on upon which such default the Non-Payment Default is cured or waived or otherwise ceases to existwaived, or (B) the obligations in respect of the Senior Debt are paid in full in cash or other payment satisfactory to the holders of Senior Debt, (C) the date that is 179 days after the date on which the applicable such Payment Blockage Notice is received unless the maturity of such Senior Debt has been accelerated, in which case no payment or distribution may be made on the Notes until such default is cured or waived or such Senior Debt is discharged or paid in full. In the event of any distribution to creditors of by the Company: , and (iD) in any liquidation or dissolution of the Company (whether voluntary or involuntary); (ii) in bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property;date such Payment Blockage Notice is rescinded. (iii) Upon any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, reorganization, liquidation, receivership or other proceedings, or upon an assignment for the benefit of creditors; or (iv) in creditors or any marshaling marshalling of the assets and liabilities of the Company’s assets and liabilities, or otherwise, all amounts due or to become due upon all Senior Debt shall first be paid in full in cash, cash or other payments payment satisfactory to the holders of such Senior Debt Debt, or payment thereof in accordance with its terms provided for in cash or other payment satisfactory to the holders of such Senior Debt, before any payment of cash, property or securities (subject to Section 13.06) is made on account of the principal of of, interest or interest premium, if any, on the Notes as set forth above (exceptNote; and upon any such dissolution, to winding-up, liquidation, reorganization, assignment for the extent required benefit of creditors or marshalling of assets and liabilities of the Company or bankruptcy, insolvency, receivership or other proceeding, any payment by applicable lawthe Company, payments made pursuant to Article 3 from monies deposited with or distribution of assets of the Trustee pursuant thereto prior to commencement Company of proceedings for such events set forth any kind or character, whether in (i)-(iv) above)cash, property or securities, to which the Holders of the Notes or the Trustee Holder would be entitled, except for the provision of this Article 13Section 5, shall (except as aforesaid) be paid by the Company, Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person person making such payment or distribution, or by the Holders or by the Trustee under this Indenture Holder if received by them or it, directly to the holders of Senior Debt (pro rata to such holders on the basis of the respective amounts of Senior Debt held by such holders, or as otherwise required by law or a court order) or their representative or representatives), or to the trustee or trustees under any the indenture pursuant to which any instruments evidencing any the Senior Debt may have been was issued, as their respective interests may appear, to the extent necessary to pay all Senior Debt in full full, in cash, cash or other payment satisfactory to the holders of such Senior Debt, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt, before any payment or distribution or provision therefor is made to the Holders of the Notes or to the Trustee. Holder. (iv) For purposes of this Article 13Section 5, the words, “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other entity corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article 13 Section 5 with respect to the Notes this Note to the payment of all Senior Debt which may at the time be outstanding; provided that (i) the Senior Debt is assumed by the new entitycorporation, if any, resulting from any reorganization or readjustment, and (ii) the rights of the holders of Senior Debt (other than leases which are not assumed by the Company or the new entity, as the case may be) are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another Person corporation or the liquidation or dissolution of the Company following the sale, conveyance, lease conveyance or transfer of all its property as an entirety, or substantially all its property as an entirety, to another Person upon the terms and conditions provided for in Article 11 corporation shall not be deemed a dissolution, winding-up, liquidation or dissolution or reorganization for the purposes of this Section 13.02 if such other Person shall, as a part of 5(b) unless such consolidation, merger, sale, conveyance, lease conveyance or transfer, comply with the conditions stated shall constitute an Event of Default in Article 11. Section 4. (v) In the event of the acceleration of the Notes this Note because of an Event of Default, no payment or distribution shall be made to the Trustee or any Holder of Notes in respect of the principal of of, interest or interest premium, if any, on the Notes (including, but not limited to, the Fundamental Change Repurchase Price in accordance with Article 15, but excluding the settlement of the Conversion Obligation in accordance with Article 14), except payments and distributions made by the Trustee as permitted by the first or second paragraph of Section 13.05 this Note until all Senior Debt has been paid in full in cash or other payment satisfactory to the holders of Senior Debt or such acceleration is rescinded in accordance with the terms of this Indenture. If payment of the Notes is accelerated because of an Event of Default, the Company shall promptly notify holders of Senior Debt of such acceleration. by Holder. (vi) In the event that, notwithstanding the foregoing provisions, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities (including, without limitation, by way of setoff or otherwise), prohibited by the foregoing, shall be received by the Trustee Holder (or the Holders of the Notes any agent, trustee or other representative thereof) before all Senior Debt is paid in full, full in cash or other payment satisfactory to the holders of such Senior Debt, or provision is made for such payment thereof in accordance with its terms in cash or other payment satisfactory to the holders of such Senior Debt, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Debt, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any Senior Debt or their Representative or Representativesmay have been issued, as their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full, full in cash or other payment satisfactory to the holders of such Senior Debt or their RepresentativeDebt, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Debt. Nothing in this Section 13.02 shall apply to claims of, or payments to, the Trustee under or pursuant to Sections 6.05 and 7.06. This Section 13.02 shall be subject to the further provisions of Sections 13.05 and 13.06.